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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-1284632
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.01
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New York Stock Exchange
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Page
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ASC
|
Accounting Standards Codification
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ANS
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Alaskan North Slope crude oil, an oil index benchmark price
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ASU
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Accounting Standards Update
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ASR
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Accelerated share repurchase
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ATB
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Articulated tug barges
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barrel
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One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
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bcf/d
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One billion cubic feet per day
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CARB
|
California Air Resources Board
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CARBOB
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California Reformulated Gasoline Blendstock for Oxygenate Blending
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CBOB
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Conventional Blending for Oxygenate Blending
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DEI
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Designated Environmental Incidents
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EBITDA (a non-GAAP financial measure)
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Earnings Before Interest, Tax, Depreciation and Amortization
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EPA
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United States Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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GAAP
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Accounting principles generally accepted in the United States
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IDR
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Incentive Distribution Right
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LCM
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Lower of cost or market
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LIBO Rate
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London Interbank Offered Rate
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LIFO
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Last in, first out
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LLS
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Louisiana Light Sweet crude oil, an oil index benchmark price
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mbpd
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Thousand barrels per day
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mbpcd
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Thousand barrels per calender day
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Mcf
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One thousand cubic feet of natural gas
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mmbpcd
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Million barrels per calender day
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MMcf/d
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One million cubic feet of natural gas per day
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MMBtu
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One million British thermal units per day
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock Exchange
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NGL
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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PADD
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Petroleum Administration for Defense District
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OPEC
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Organization of Petroleum Exporting Countries
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OSHA
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United States Occupational Safety and Health Administration
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OTC
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Over-the-Counter
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ppb
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Parts per billion
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ppm
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Parts per million
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RFS2
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Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
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RIN
|
Renewable Identification Number
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SEC
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United States Securities and Exchange Commission
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STAR
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South Texas Asset Repositioning
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TCJA
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Tax Cuts and Jobs Act of 2017
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ULSD
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Ultra-low sulfur diesel
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USGC
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U.S. Gulf Coast
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UST
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Underground storage tank
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VIE
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Variable interest entity
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VPP
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Voluntary Protection Program
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WTI
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West Texas Intermediate crude oil, an oil index benchmark price
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•
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the risk that the cost savings and any other synergies from the Andeavor acquisition may not be fully realized or may take longer to realize than expected;
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•
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disruption from the Andeavor acquisition making it more difficult to maintain relationships with customers, employees or suppliers;
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•
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risks relating to any unforeseen liabilities of Andeavor;
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•
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the potential merger, consolidation or combination of MPLX LP with Andeavor Logistics LP;
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•
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future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share;
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•
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the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;
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•
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consumer demand for refined products;
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•
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our ability to manage disruptions in credit markets or changes to our credit rating;
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•
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future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
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•
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the success or timing of completion of ongoing or anticipated capital or maintenance projects;
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•
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the reliability of processing units and other equipment;
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•
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business strategies, growth opportunities and expected investments;
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•
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share repurchase authorizations, including the timing and amounts of any common stock repurchases;
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•
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the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan and to effect any share repurchases or dividend increases, including within the expected timeframe;
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•
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the effect of restructuring or reorganization of business components;
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•
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the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;
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•
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continued or further volatility in and/or degradation of general economic, market, industry or business conditions;
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•
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compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; and
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•
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the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation.
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•
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volatility or degradation in general economic, market, industry or business conditions;
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•
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availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;
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•
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the ability of the members of the OPEC to agree on and to influence crude oil price and production controls;
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•
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availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;
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•
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foreign imports and exports of crude oil, refined products, natural gas and NGLs;
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•
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refining industry overcapacity or under capacity;
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•
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changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
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•
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changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks and refined products;
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•
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changes to our capital budget, expected construction costs and timing of projects;
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•
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the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
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•
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fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;
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•
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political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;
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•
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actions taken by our competitors, including pricing adjustments, expansion of retail activities, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
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•
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completion of pipeline projects within the United States;
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•
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changes in fuel and utility costs for our facilities;
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•
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failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;
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•
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modifications to MPLX and ANDX earnings and distribution growth objectives;
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•
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the ability to successfully implement growth opportunities, including strategic initiatives and actions;
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•
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risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;
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•
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the ability to realize the strategic benefits of joint venture opportunities;
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•
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accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
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•
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unusual weather conditions and natural disasters, which can unforeseeably affect the price or availability of crude oil and other feedstocks and refined products;
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•
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acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;
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•
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state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the renewable fuel standard program;
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•
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adverse changes in laws including with respect to tax and regulatory matters;
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•
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rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;
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•
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political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;
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•
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labor and material shortages;
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•
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the maintenance of satisfactory relationships with labor unions and joint venture partners;
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•
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the ability and willingness of parties with whom we have material relationships to perform their obligations to us;
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•
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the market price of our common stock and its impact on our share repurchase authorizations;
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•
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changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting the credit markets generally and our ability to manage such changes;
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•
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capital market conditions and our ability to raise adequate capital to execute our business plan;
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•
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the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and
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•
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the other factors described in Item 1A. Risk Factors.
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•
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Refining & Marketing – refines crude oil and other feedstocks at our
16
refineries
in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon
®
branded outlets.
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•
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Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.
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•
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Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.
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•
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Health and Safety
: We have the highest regard for the health and safety of our employees, contractors and neighboring communities.
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•
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Environmental Stewardship
: We are committed to minimizing our environmental impact and continually look for ways to reduce our footprint.
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•
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Integrity
: We uphold the highest standards of business ethics and integrity, enforcing strict principles of corporate governance. We strive for transparency in all of our operations.
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•
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Corporate Citizenship
: We work to make a positive difference in the communities where we have the privilege to operate.
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•
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Inclusive Culture
: We value diversity and strive to provide our employees with a collaborative, supportive, and inclusive work environment where they can maximize their full potential for personal and business success.
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(a)
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Safety performance is based on the OSHA Recordable Incident Rate for the Refining industry. The industry average source is the Bureau of Labor Statistics and data is not yet available for 2018.
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(b)
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Legacy Andeavor refineries included beginning full year 2018.
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(a)
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Procurement synergies allocated 50/50 to Refining & Marketing and Corporate.
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(b)
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Initial synergy estimates provided April 30, 2018.
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(
mbpd
)
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2018
|
|
2017
|
|
2016
|
|||
Gasoline
|
|
1,107
|
|
|
932
|
|
|
900
|
|
Distillates
|
|
773
|
|
|
641
|
|
|
617
|
|
Propane
|
|
41
|
|
|
36
|
|
|
35
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Feedstocks and petrochemicals
|
|
288
|
|
|
277
|
|
|
241
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|
Heavy fuel oil
|
|
38
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|
|
37
|
|
|
32
|
|
Asphalt
|
|
69
|
|
|
63
|
|
|
58
|
|
Total
|
|
2,316
|
|
|
1,986
|
|
|
1,883
|
|
(
mbpd
)
|
|
2018
|
|
2017
|
|
2016
|
|||
United States
|
|
1,319
|
|
|
999
|
|
|
986
|
|
Canada
|
|
297
|
|
|
381
|
|
|
326
|
|
Middle East and other international
|
|
465
|
|
|
385
|
|
|
387
|
|
Total
|
|
2,081
|
|
|
1,765
|
|
|
1,699
|
|
(
mbpd
)
|
|
2018
|
|
2017
|
|
2016
|
|||
Gasoline
|
|
1,416
|
|
|
1,201
|
|
|
1,219
|
|
Distillates
|
|
847
|
|
|
691
|
|
|
676
|
|
Propane
|
|
44
|
|
|
37
|
|
|
35
|
|
Feedstocks and petrochemicals
|
|
289
|
|
|
265
|
|
|
231
|
|
Heavy fuel oil
|
|
37
|
|
|
39
|
|
|
35
|
|
Asphalt
|
|
70
|
|
|
68
|
|
|
63
|
|
Total
|
|
2,703
|
|
|
2,301
|
|
|
2,259
|
|
(
mbpd
)
|
|
2018
|
|
2017
|
|
2016
|
|||
Gasoline
|
|
117
|
|
|
96
|
|
|
91
|
|
Distillates
|
|
193
|
|
|
192
|
|
|
199
|
|
Asphalt and other
|
|
24
|
|
|
9
|
|
|
6
|
|
Total
|
|
334
|
|
|
297
|
|
|
296
|
|
Name
|
|
Age as of
February 1, 2019
|
|
Position with MPC
|
Gary R. Heminger
|
|
65
|
|
Chairman and Chief Executive Officer
|
Gregory J. Goff
|
|
62
|
|
Executive Vice Chairman
|
Molly R. Benson
(a)
|
|
52
|
|
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
|
Raymond L. Brooks
|
|
58
|
|
Executive Vice President, Refining
|
C. Tracy Case
(a)
|
|
58
|
|
Senior Vice President, Western Refining Operations
|
Suzanne Gagle
|
|
53
|
|
General Counsel
|
Timothy T. Griffith
|
|
49
|
|
Senior Vice President and Chief Financial Officer
|
David R. Heppner
(a)
|
|
52
|
|
Vice President, Commercial and Business Development
|
Richard A. Hernandez
(a)
|
|
59
|
|
Senior Vice President, Eastern Refining Operations
|
Rick D. Hessling
(a)
|
|
52
|
|
Senior Vice President, Crude Oil Supply and Logistics
|
Thomas Kaczynski
|
|
57
|
|
Vice President, Finance and Treasurer
|
Kristina A. Kazarian
(a)
|
|
36
|
|
Vice President, Investor Relations
|
Anthony R. Kenney
|
|
65
|
|
President, Speedway LLC
|
Fiona C. Laird
(a)
|
|
57
|
|
Chief Human Resources Officer
|
D. Rick Linhardt
(a)
|
|
60
|
|
Vice President, Tax
|
Brian K. Partee
(a)
|
|
45
|
|
Senior Vice President, Marketing
|
Glenn M. Plumby
(a)
|
|
59
|
|
Senior Vice President and Chief Operating Officer, Speedway LLC
|
John J. Quaid
|
|
47
|
|
Vice President and Controller
|
David R. Sauber
(a)
|
|
55
|
|
Senior Vice President, Labor Relations, Operations, Health and Administrative Services
|
Donald C. Templin
|
|
55
|
|
President, Refining, Marketing and Supply
|
Karma M. Thomson
(a)
|
|
51
|
|
Vice President, Corporate Affairs
|
Donald W. Wehrly
(a)
|
|
59
|
|
Vice President and Chief Information Officer
|
David L. Whikehart
(a)
|
|
59
|
|
Senior Vice President, Light Products, Supply and Logistics
|
James R. Wilkins
(a)
|
|
52
|
|
Vice President, Environment, Safety and Security
|
(a)
|
Corporate officer.
|
•
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worldwide and domestic supplies of and demand for crude oil and refined products;
|
•
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the cost of crude oil and other feedstocks to be manufactured into refined products;
|
•
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the prices realized for refined products;
|
•
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transportation infrastructure availability, local market conditions and operation levels of other refineries in our markets;
|
•
|
utilization rates of refineries;
|
•
|
natural gas and electricity supply costs incurred by refineries;
|
•
|
the ability of the members of OPEC to agree to and maintain production controls;
|
•
|
political instability, threatened or actual terrorist incidents, armed conflict, or other global political conditions;
|
•
|
local weather conditions;
|
•
|
seasonality of demand in our marketing area due to increased highway traffic in the spring and summer months;
|
•
|
natural disasters such as hurricanes and tornadoes;
|
•
|
the price and availability of alternative and competing forms of energy;
|
•
|
domestic and foreign governmental regulations and taxes; and
|
•
|
local, regional, national and worldwide economic conditions.
|
•
|
increasing our vulnerability to changing economic, regulatory and industry conditions;
|
•
|
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
|
•
|
limiting our ability to pay dividends to our stockholders;
|
•
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limiting our ability to borrow additional funds; and
|
•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
|
•
|
Inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;
|
•
|
An inability to successfully integrate assets or businesses we acquire;
|
•
|
A decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions;
|
•
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A significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions;
|
•
|
The assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
|
•
|
The diversion of management’s attention from other business concerns; and
|
•
|
The incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
|
adverse changes in energy market conditions;
|
•
|
commodity prices for oil, natural gas and natural gas liquids;
|
•
|
production levels;
|
•
|
operating results;
|
•
|
competitive conditions;
|
•
|
laws and regulations affecting the energy business;
|
•
|
capital expenditure obligations;
|
•
|
higher than expected integration costs;
|
•
|
lower than expected synergies; and
|
•
|
general economic conditions.
|
•
|
the inability to successfully integrate the businesses of Andeavor into MPC in a manner that permits MPC to achieve the full revenue and cost savings anticipated from the merger;
|
•
|
complexities associated with managing the larger, more complex, integrated business;
|
•
|
not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;
|
•
|
integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;
|
•
|
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger;
|
•
|
loss of key employees;
|
•
|
integrating relationships with customers, vendors and business partners;
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by completing the merger and integrating Andeavor’s operations into MPC; and
|
•
|
the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
|
•
|
the emission or discharge of materials into the environment,
|
•
|
solid and hazardous waste management,
|
•
|
pollution prevention,
|
•
|
greenhouse gas emissions,
|
•
|
climate change,
|
•
|
characteristics and composition of gasoline and diesel fuels,
|
•
|
public and employee safety and health,
|
•
|
inherently safer technology, and
|
•
|
facility security.
|
•
|
denial of or delay in receiving requisite regulatory approvals and/or permits;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of components or construction materials;
|
•
|
adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
|
market-related increases in a project’s debt or equity financing costs; and
|
•
|
nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.
|
•
|
providing that our board of directors fixes the number of members of the board;
|
•
|
providing for the division of our board of directors into three classes with staggered terms;
|
•
|
providing that only our board of directors may fill board vacancies;
|
•
|
limiting who may call special meetings of stockholders;
|
•
|
prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;
|
•
|
establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;
|
•
|
establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation;
|
•
|
providing that our directors may only be removed for cause;
|
•
|
authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and
|
•
|
authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
|
Refinery
|
|
Crude Oil Refining Capacity (
mbpcd
)
|
|
Gulf Coast Region
|
|
|
|
Galveston Bay, Texas City, Texas
|
585
|
|
|
Garyville, Louisiana
|
564
|
|
|
Subtotal Gulf Coast region
|
1,149
|
|
|
Mid-Continent Region
|
|
||
Catlettsburg, Kentucky
|
277
|
|
|
Robinson, Illinois
|
245
|
|
|
Detroit, Michigan
|
140
|
|
|
El Paso, Texas
|
131
|
|
|
St. Paul Park, Minnesota
|
98
|
|
|
Canton, Ohio
|
93
|
|
|
Mandan, North Dakota
|
71
|
|
|
Salt Lake City, Utah
|
61
|
|
|
Gallup, New Mexico
|
26
|
|
|
Dickinson, North Dakota
|
19
|
|
|
Subtotal Mid-Continent region
|
1,161
|
|
|
West Coast Region
|
|
|
|
Los Angeles, California
|
363
|
|
|
Martinez, California
|
161
|
|
|
Anacortes, Washington
|
119
|
|
|
Kenai, Alaska
|
68
|
|
|
Subtotal West Coast region
|
711
|
|
|
|
|
3,021
|
|
Location
|
|
Number of
Branded Outlets |
|
Alabama
|
366
|
|
|
Alaska
|
43
|
|
|
Arizona
|
80
|
|
|
California
|
75
|
|
|
Colorado
|
13
|
|
|
District of Columbia
|
2
|
|
|
Florida
|
610
|
|
|
Georgia
|
298
|
|
|
Idaho
|
98
|
|
|
Illinois
|
262
|
|
|
Indiana
|
642
|
|
|
Iowa
|
4
|
|
|
Kentucky
|
554
|
|
|
Louisiana
|
26
|
|
|
Maryland
|
31
|
|
|
Mexico
|
114
|
|
|
Michigan
|
798
|
|
|
Minnesota
|
295
|
|
|
Mississippi
|
98
|
|
|
Nevada
|
67
|
|
|
New Mexico
|
31
|
|
|
New York
|
36
|
|
|
North Carolina
|
218
|
|
|
North Dakota
|
104
|
|
|
Ohio
|
842
|
|
|
Oregon
|
44
|
|
|
Pennsylvania
|
68
|
|
|
South Carolina
|
114
|
|
|
South Dakota
|
29
|
|
|
Tennessee
|
402
|
|
|
Texas
|
8
|
|
|
Utah
|
91
|
|
|
Virginia
|
117
|
|
|
Washington
|
61
|
|
|
West Virginia
|
110
|
|
|
Wisconsin
|
58
|
|
|
Wyoming
|
4
|
|
|
Total
|
6,813
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(
thousand barrels
)
|
||
Light Products Terminal:
|
|
|
|
|||
Ohio
|
1
|
|
|
495
|
|
|
Asphalt Terminals:
|
|
|
|
|||
Florida
|
1
|
|
|
263
|
|
|
Illinois
|
2
|
|
|
82
|
|
|
Indiana
|
2
|
|
|
424
|
|
|
Kentucky
|
4
|
|
|
549
|
|
|
Louisiana
|
1
|
|
|
54
|
|
|
Michigan
|
1
|
|
|
12
|
|
|
Ohio
|
4
|
|
|
1,800
|
|
|
Pennsylvania
|
1
|
|
|
452
|
|
|
Tennessee
|
2
|
|
|
483
|
|
|
Subtotal asphalt terminals
|
18
|
|
|
4,119
|
|
|
Total owned and operated terminals
|
19
|
|
|
4,614
|
|
Location
|
|
Number of
Convenience Stores
|
|
Alaska
|
31
|
|
|
Arizona
|
95
|
|
|
California
|
492
|
|
|
Colorado
|
12
|
|
|
Connecticut
|
1
|
|
|
Delaware
|
4
|
|
|
Florida
|
239
|
|
|
Georgia
|
6
|
|
|
Idaho
|
7
|
|
|
Illinois
|
125
|
|
|
Indiana
|
309
|
|
|
Kentucky
|
146
|
|
|
Massachusetts
|
108
|
|
|
Michigan
|
306
|
|
|
Minnesota
|
205
|
|
|
Nevada
|
9
|
|
|
New Hampshire
|
12
|
|
|
New Jersey
|
67
|
|
|
New Mexico
|
120
|
|
|
New York
|
309
|
|
|
North Carolina
|
276
|
|
|
Ohio
|
491
|
|
|
Oregon
|
14
|
|
|
Pennsylvania
|
122
|
|
|
Rhode Island
|
19
|
|
|
South Carolina
|
52
|
|
|
South Dakota
|
1
|
|
|
Tennessee
|
49
|
|
|
Texas
|
31
|
|
|
Utah
|
39
|
|
|
Virginia
|
62
|
|
|
Washington
|
32
|
|
|
West Virginia
|
59
|
|
|
Wisconsin
|
70
|
|
|
Wyoming
|
3
|
|
|
Total
|
3,923
|
|
Location
|
|
Number of
Locations
|
|
Alaska
|
1
|
|
|
Arizona
|
71
|
|
|
California
|
930
|
|
|
Nevada
|
62
|
|
|
Washington
|
1
|
|
|
Total
|
1,065
|
|
Pipeline System or Storage Asset
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Capacity
(a)
|
|
Associated MPC refinery
|
||
Crude oil pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patoka, IL to Lima, OH crude system
|
Patoka, IL
|
|
Lima, OH
|
|
20”-22”
|
|
302
|
|
|
267
|
|
|
Detroit, Canton
|
|
Lima, OH to Canton, OH crude system
|
Lima, OH
|
|
Canton, OH
|
|
12"-16"
|
|
153
|
|
|
84
|
|
|
Canton
|
|
Catlettsburg, KY and Robinson, IL crude system
|
Patoka, IL
|
|
Catlettsburg, KY &
Robinson, IL
|
|
20”-24”
|
|
484
|
|
|
515
|
|
|
Catlettsburg, Robinson
|
|
Detroit, MI crude system
(b)
|
Samaria &
Romulus, MI
|
|
Detroit, MI
|
|
16”
|
|
61
|
|
|
197
|
|
|
Detroit
|
|
Ozark crude system
|
Cushing, OK
|
|
Wood River, IL
|
|
22"
|
|
433
|
|
|
360
|
|
|
All Midwest refineries
|
|
Wood River, IL to Patoka, IL crude system
(b)
|
Wood River &
Roxana, IL
|
|
Patoka, IL
|
|
12”-22”
|
|
115
|
|
|
454
|
|
|
All Midwest refineries
|
|
St. James, LA to Garyville, LA crude system
|
St James, LA
|
|
Garyville, LA
|
|
30"
|
|
20
|
|
|
620
|
|
|
Garyville, LA
|
|
Inactive pipelines
|
|
|
|
|
|
|
49
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,617
|
|
|
2,497
|
|
|
|
|
Products pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cornerstone products system
|
Cornerstone
|
|
Canton, OH
|
|
8"-16"
|
|
59
|
|
|
238
|
|
|
Canton
|
|
Garyville, LA products system
|
Garyville, LA
|
|
Zachary, LA
|
|
20”-36”
|
|
72
|
|
|
389
|
|
|
Garyville
|
|
Texas City, TX products system
|
Texas City, TX
|
|
Pasadena, TX
|
|
16”-36”
|
|
43
|
|
|
215
|
|
|
Galveston Bay
|
|
ORPL products system
|
Various
|
|
Various
|
|
4”-14”
|
|
876
|
|
|
383
|
|
|
Catlettsburg, Canton
|
|
Robinson, IL products system
(b)
|
Various
|
|
Various
|
|
10”-16”
|
|
1,131
|
|
|
513
|
|
|
Robinson
|
|
Woodhaven, MI to Detroit, MI
|
Woodhaven, MI
|
|
Detroit, MI
|
|
4"
|
|
26
|
|
|
12
|
|
|
N/A
|
|
Louisville, KY Airport products system
|
Louisville, KY
|
|
Louisville, KY
|
|
6”-8”
|
|
14
|
|
|
29
|
|
|
Robinson
|
|
Tennessee products system
(b)
|
Nashville Bordeaux
|
|
Nashville 51st
|
|
8"-12"
|
|
2
|
|
|
60
|
|
|
N/A
|
|
Inactive pipelines
(b)
|
|
|
|
|
|
|
140
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
2,363
|
|
|
1,839
|
|
|
|
|
Wood River Barge Dock (mbpd)
|
|
|
|
|
|
|
|
|
78
|
|
|
Garyville
|
||
Storage assets (thousand barrels):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Refinery tank storage
(c)
|
|
|
|
|
|
|
|
|
55,650
|
|
|
Various
|
||
Mt. Airy Terminal
|
|
|
|
|
|
|
|
|
3,979
|
|
|
Garyville
|
||
Canton Crude Truck Unload
|
|
|
|
|
|
|
|
|
3
|
|
|
Canton
|
||
Tank Farms
|
|
|
|
|
|
|
|
|
20,090
|
|
|
N/A
|
||
Caverns
|
|
|
|
|
|
|
|
|
4,175
|
|
|
N/A
|
||
Total
|
|
|
|
|
|
|
|
|
83,897
|
|
|
|
(a)
|
All capacities reflect 100 percent of the pipeline systems’ and barge dock’s average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our caverns and tank farms in thousands of barrels.
|
(b)
|
Includes pipelines leased from third parties.
|
(c)
|
Refining logistics assets also include rail racks, truck racks and docks.
|
Pipeline Company
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Bakken Pipeline system
|
Bakken/Three Forks area, North Dakota
|
|
Nederland, TX
|
|
30"
|
|
1,921
|
|
|
9.2
|
%
|
|
No
|
|
Illinois Extension Pipeline Company LLC
|
Flanagan, IL
|
|
Patoka, IL
|
|
24"
|
|
168
|
|
|
35
|
%
|
|
No
|
|
LOCAP LLC
|
Clovelly, LA
|
|
St. James, LA
|
|
48”
|
|
57
|
|
|
59
|
%
|
|
No
|
|
LOOP LLC (“LOOP”)
(a)
|
Offshore Gulf of
Mexico |
|
Clovelly, LA
|
|
48”
|
|
48
|
|
|
41
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
2,194
|
|
|
|
|
|
||
Products pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Explorer Pipeline Company
|
Port Arthur, TX
|
|
Hammond, IN
|
|
12”-28”
|
|
1,830
|
|
|
25
|
%
|
|
No
|
|
Louisville, KY to Lexington, KY
|
Louisville, KY
|
|
Lexington, KY
|
|
8"
|
|
87
|
|
|
65
|
%
|
|
Yes
|
|
|
|
|
|
|
|
|
|
1,917
|
|
|
|
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(
thousand barrels
)
|
||
Light Products Terminals:
|
|
|
|
|||
Alabama
|
2
|
|
|
443
|
|
|
Florida
|
4
|
|
|
3,422
|
|
|
Georgia
|
4
|
|
|
998
|
|
|
Illinois
|
4
|
|
|
1,221
|
|
|
Indiana
|
6
|
|
|
3,229
|
|
|
Kentucky
|
6
|
|
|
2,587
|
|
|
Louisiana
|
1
|
|
|
97
|
|
|
Michigan
|
8
|
|
|
2,440
|
|
|
North Carolina
|
4
|
|
|
1,509
|
|
|
Ohio
|
12
|
|
|
3,218
|
|
|
Pennsylvania
|
1
|
|
|
390
|
|
|
South Carolina
|
1
|
|
|
371
|
|
|
Tennessee
|
4
|
|
|
1,149
|
|
|
West Virginia
|
2
|
|
|
1,587
|
|
|
Total light products terminals
|
59
|
|
|
22,661
|
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
( thousand barrels ) |
||
Inland tank barges:
(a)
|
|
|
|
|||
Less than 25,000 barrels
|
61
|
|
|
931
|
|
|
25,000 barrels and over
|
195
|
|
|
5,738
|
|
|
Total
|
256
|
|
|
6,669
|
|
|
|
|
|
|
|||
Inland towboats:
|
|
|
|
|||
Less than 2,000 horsepower
|
2
|
|
|
|
||
2,000 horsepower and over
|
21
|
|
|
|
||
Total
|
23
|
|
|
|
Gas Processing Complexes
|
|
Location
|
|
Design
Throughput Capacity ( MMcf/d ) |
|
Natural Gas
Throughput ( MMcf/d ) (a) |
|
Utilization
of Design Capacity (a) |
|||
Bluestone Complex
|
Butler County, PA
|
|
410
|
|
|
392
|
|
|
96
|
%
|
|
Harmon Creek Complex
|
Washington County, PA
|
|
200
|
|
|
12
|
|
|
75
|
%
|
|
Houston Complex
|
Washington County, PA
|
|
720
|
|
|
528
|
|
|
78
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
1,270
|
|
|
1,072
|
|
|
92
|
%
|
|
Mobley Complex
|
Wetzel County, WV
|
|
920
|
|
|
708
|
|
|
77
|
%
|
|
Sherwood Complex
(b)
|
Doddridge County, WV
|
|
2,200
|
|
|
1,736
|
|
|
94
|
%
|
|
Cadiz Complex
(b)
|
Harrison County, OH
|
|
525
|
|
|
472
|
|
|
90
|
%
|
|
Seneca Complex
(b)
|
Noble County, OH
|
|
800
|
|
|
414
|
|
|
52
|
%
|
|
Kenova Complex
|
Wayne County, WV
|
|
160
|
|
|
96
|
|
|
60
|
%
|
|
Boldman Complex
|
Pike County, KY
|
|
70
|
|
|
30
|
|
|
43
|
%
|
|
Cobb Complex
|
Kanawha County, WV
|
|
65
|
|
|
19
|
|
|
29
|
%
|
|
Kermit Complex
(c)
|
Mingo County, WV
|
|
32
|
|
|
N/A
|
|
|
N/A
|
|
|
Langley Complex
|
Langley, KY
|
|
325
|
|
|
102
|
|
|
31
|
%
|
|
Carthage Complex
|
Panola County, TX
|
|
600
|
|
|
423
|
|
|
71
|
%
|
|
Western Oklahoma Complex
|
Custer and Beckham Counties, OK
|
|
500
|
|
|
420
|
|
|
91
|
%
|
|
Hidalgo System
|
Culberson County, TX
|
|
200
|
|
|
199
|
|
|
100
|
%
|
|
Argo Complex
|
Culberson County, TX
|
|
200
|
|
|
39
|
|
|
21
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
142
|
|
|
107
|
|
|
75
|
%
|
|
Total
|
|
|
9,307
|
|
|
6,769
|
|
|
79
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
MPLX accounts for as an equity method investment.
|
(c)
|
The Kermit processing plant is operated by a third party solely to prevent liquids from condensing in the gathering and transmission pipelines upstream of our Kenova plant. MPLX does not receive Kermit gas volume information but does receive all of the liquids produced at the Kermit Complex. As such, the design throughput capacity and the natural gas throughput has been excluded from the subtotal.
|
Fractionation & Condensate Stabilization Complexes
|
|
Location
|
|
Design
Throughput Capacity ( mbpd ) |
|
NGL Throughput (
mbpd
)
(a)
|
|
Utilization
of Design Capacity (a) |
|||
Bluestone Complex
|
Butler County, PA
|
|
47
|
|
|
22
|
|
|
47
|
%
|
|
Houston Complex
|
Washington County, PA
|
|
60
|
|
|
61
|
|
|
102
|
%
|
|
Hopedale Complex
|
Harrison County, OH
|
|
240
|
|
|
158
|
|
|
86
|
%
|
|
Ohio Condensate Complex
(b)
|
Harrison County, OH
|
|
23
|
|
|
12
|
|
|
52
|
%
|
|
Siloam Complex
|
South Shore, KY
|
|
24
|
|
|
15
|
|
|
63
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
11
|
|
|
11
|
|
|
100
|
%
|
|
Total
|
|
|
405
|
|
|
279
|
|
|
80
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
MPLX accounts for as an equity method investment.
|
De-ethanization Complexes
|
Location
|
|
Design
Throughput Capacity ( mbpd ) |
|
NGL Throughput (
mbpd
)
(a)
|
|
Utilization
of Design Capacity (a) |
||||
Bluestone Complex
|
Butler County, PA
|
|
34
|
|
|
20
|
|
|
59
|
%
|
|
Harmon Creek Complex
|
Washington County, PA
|
|
20
|
|
|
1
|
|
|
28
|
%
|
|
Houston Complex
|
Washington County, PA
|
|
40
|
|
|
37
|
|
|
93
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
80
|
|
|
67
|
|
|
84
|
%
|
|
Mobley Complex
|
|
Wetzel County, WV
|
|
10
|
|
|
10
|
|
|
100
|
%
|
Sherwood Complex
|
Doddridge County, WV
|
|
60
|
|
|
36
|
|
|
86
|
%
|
|
Cadiz Complex
(b)
|
Harrison County, OH
|
|
40
|
|
|
14
|
|
|
35
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
18
|
|
|
7
|
|
|
39
|
%
|
|
Total
|
|
|
302
|
|
|
192
|
|
|
72
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
MPLX accounts for as an equity method investment.
|
Natural Gas Gathering Systems
|
|
Location
|
|
Design
Throughput
Capacity (
MMcf/d
)
|
|
Natural Gas
Throughput (
MMcf/d
)
(a)
|
|
Utilization
of Design
Capacity
(a)
|
|||
Bluestone System
|
Butler County, PA
|
|
227
|
|
|
183
|
|
|
81
|
%
|
|
Houston System
|
Washington County, PA
|
|
1,304
|
|
|
972
|
|
|
79
|
%
|
|
Ohio Gathering System
(b)
|
Harrison, Monroe, Belmont, Guernsey and Noble Counties, OH
|
|
1,123
|
|
|
764
|
|
|
68
|
%
|
|
Jefferson Gas System
(b)
|
Jefferson County, OH
|
|
2,000
|
|
|
1,045
|
|
|
75
|
%
|
|
East Texas System
|
Harrison and Panola Counties, TX
|
|
680
|
|
|
476
|
|
|
70
|
%
|
|
Western Oklahoma System
|
Wheeler County, TX and Roger Mills, Ellis, Dewey, Custer, Beckham, Washita, Kingfisher, Canadian, and Blaine Counties, OK
|
|
585
|
|
|
455
|
|
|
78
|
%
|
|
Southeast Oklahoma System
|
Hughes, Pittsburg and Coal Counties, OK
|
|
755
|
|
|
585
|
|
|
77
|
%
|
|
Eagle Ford System
|
Dimmit County, TX
|
|
45
|
|
|
42
|
|
|
93
|
%
|
|
Other Systems
|
Various
|
|
60
|
|
|
9
|
|
|
15
|
%
|
|
Total
|
|
|
6,779
|
|
|
4,531
|
|
|
74
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
MPLX accounts for as an equity method investment.
|
NGL Pipelines
|
|
Location
|
|
Design
Throughput
Capacity (
mbpd
)
|
|
NGL
Throughput (
mbpd
)
|
|
Utilization
of Design
Capacity
|
|||
Sherwood to Mobley propane and heavier liquids pipeline
|
Doddridge County, WV to Wetzel County, WV
|
|
75
|
|
|
71
|
|
|
95
|
%
|
|
Mobley to Majorsville propane and heavier liquids pipeline
|
Wetzel County, WV to Marshall County, WV
|
|
105
|
|
|
97
|
|
|
92
|
%
|
|
Majorsville to Houston propane and heavier liquids pipeline
|
Marshall County, WV to Washington County, PA
|
|
45
|
|
|
30
|
|
|
67
|
%
|
|
Majorsville to Hopedale propane and heavier liquids pipeline
|
Marshall County, WV to Harrison County, OH
|
|
140
|
|
|
124
|
|
|
89
|
%
|
|
Majorsville to Hopedale propane and heavier liquids pipeline
|
Marshall County, WV to Harrison County, OH
|
|
422
|
|
|
143
|
|
|
34
|
%
|
|
Third party processing plant to Bluestone ethane and heavier liquids pipeline
|
Butler County, PA
|
|
32
|
|
|
8
|
|
|
25
|
%
|
|
Bluestone to Mariner West ethane pipeline
|
Butler County, PA to Beaver County, PA
|
|
35
|
|
|
20
|
|
|
57
|
%
|
|
Sarsen to Bluestone ethane and heavier liquids pipeline
|
Butler County, PA
|
|
7
|
|
|
2
|
|
|
29
|
%
|
|
Houston to Ohio River ethane pipeline
(a)
|
Washington County, PA to Beaver County, PA
|
|
57
|
|
|
13
|
|
|
23
|
%
|
|
Majorsville to Houston ethane pipeline
|
Marshall County, WV to Washington County, PA
|
|
137
|
|
|
113
|
|
|
82
|
%
|
|
Sherwood to Mobley ethane pipeline
|
Doddridge County, WV to Wetzel County, WV
|
|
47
|
|
|
35
|
|
|
74
|
%
|
|
Mobley to Majorsville ethane pipeline
|
Wetzel County, WV to Marshall County, WV
|
|
57
|
|
|
45
|
|
|
79
|
%
|
|
Harmon Creek to Houston propane and heavier liquids pipeline
|
Washington County, PA
|
|
140
|
|
|
9
|
|
|
6
|
%
|
|
Harmon Creek to Mariner West ethane pipeline
|
Washington County, PA
|
|
110
|
|
|
6
|
|
|
5
|
%
|
|
Seneca to Cadiz propane and heavier liquids pipeline
(b)
|
Noble County, OH to Harrison County, OH
|
|
75
|
|
|
10
|
|
|
13
|
%
|
|
Cadiz to Hopedale propane and heavier liquids pipeline
(b)
|
Harrison County, OH
|
|
90
|
|
|
32
|
|
|
36
|
%
|
|
Seneca to Cadiz propane/ethane and heavier liquids pipeline
(b)(c)
|
Noble County, OH to Harrison County, OH
|
|
69/82
|
|
|
15
|
|
|
18
|
%
|
|
Cadiz to Atex ethane pipeline
(b)
|
Harrison County, OH
|
|
125
|
|
|
4
|
|
|
3
|
%
|
|
Cadiz to Utopia ethane pipeline
(b)
|
Harrison County, OH
|
|
125
|
|
|
11
|
|
|
9
|
%
|
|
Langley to Siloam propane and heavier liquids pipeline
|
Langley, KY to South Shore, KY
|
|
17
|
|
|
11
|
|
|
65
|
%
|
|
East Texas liquids pipeline
|
Panola County, TX
|
|
39
|
|
|
22
|
|
|
56
|
%
|
(a)
|
This is the section of the Mariner West pipeline that is leased to and operated by Sunoco Logistics Partners LP.
|
(b)
|
MPLX accounts for as an equity method investment.
|
(c)
|
This is the same pipeline from Seneca to Cadiz and can only be used for either ethane and heavier liquids or propane and heavier liquids at one time. Both throughput capacities are listed above, respectively, with ethane included in the total.
|
Pipeline System or Storage Asset
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Capacity
(a)
|
|
Associated MPC refinery
|
||
Crude oil pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Belfield crude system
|
Various
|
|
Fryburg Rail/ Dickinson, ND
|
|
4" - 8"
|
|
128
|
|
|
20
|
|
|
Dickinson, ND
|
|
Delaware Basin crude system
|
TexNewMex crude system
|
|
Various
|
|
7" - 16"
|
|
163
|
|
|
475
|
|
|
El Paso, TX
|
|
Four Corners crude system
|
Various
|
|
Various
|
|
4" - 10"
|
|
192
|
|
|
59
|
|
|
Galllup, NM
|
|
Green River crude system
|
Various
|
|
SLC Core Pipeline System
|
|
2" - 8"
|
|
139
|
|
|
23
|
|
|
N/A
|
|
Northern California crude system
|
Martinez, CA
|
|
Martinez, CA
|
|
5" - 24"
|
|
10
|
|
|
280
|
|
|
Martinez, CA
|
|
Salt Lake City Short Haul crude system
|
Salt Lake City, UT
|
|
Salt Lake City, UT
|
|
8" - 16"
|
|
5
|
|
|
118
|
|
|
Salt Lake City, UT
|
|
Southern California crude system
(b)
|
LA Basin, CA
|
|
LA Basin, CA
|
|
8" - 42"
|
|
37
|
|
|
711
|
|
|
Los Angeles, CA
|
|
St. Paul Park Cottage Grove crude system
|
Minneapolis-Saint Paul, MN
|
|
Minneapolis-Saint Paul, MN
|
|
12" - 16"
|
|
5
|
|
|
107
|
|
|
St. Paul Park, MN
|
|
Tesoro High Plains crude system
|
Various
|
|
Various
|
|
2" - 16"
|
|
908
|
|
|
350
|
|
|
Mandan, ND
|
|
TexNewMex crude system
|
Four Corners Crude System
|
|
Delaware Basin Crude System
|
|
12" - 16"
|
|
438
|
|
|
365
|
|
|
El Paso, TX
|
|
Salt Lake City Core crude system
|
Various
|
|
Various
|
|
3" - 10"
|
|
575
|
|
|
50
|
|
|
Salt Lake City, UT
|
|
Inactive Pipelines
|
|
|
|
|
|
|
563
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
3,163
|
|
|
2,558
|
|
|
|
|
Products pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tesoro Alaska products system
|
Kenai, AK
|
|
Anchorage, AK
|
|
8" - 10"
|
|
69
|
|
|
43
|
|
|
Kenai, AK
|
|
Northern California products system
|
Martinez, CA
|
|
Martinez, CA
|
|
8"- 16"
|
|
4
|
|
|
160
|
|
|
Martinez, CA
|
|
Northwest Products Pipeline system
|
Salt Lake City, UT
|
|
Various
|
|
4" - 8"
|
|
1,102
|
|
|
107
|
|
|
Salt Lake City, UT
|
|
Salt Lake City Short Haul products system
|
Salt Lake City, UT
|
|
Northwest Products Pipeline system
|
|
6" - 10"
|
|
10
|
|
|
124
|
|
|
Salt Lake City, UT
|
|
Southern California products system
|
LA Basin, CA
|
|
LA Basin, CA
|
|
4" - 16"
|
|
100
|
|
|
489
|
|
|
Los Angeles, CA
|
|
Wingate system
|
McKinley, NM
|
|
McKinley, NM
|
|
4"
|
|
14
|
|
|
7
|
|
|
Gallup, NM
|
|
Inactive Pipelines
|
|
|
|
|
|
|
106
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,405
|
|
|
930
|
|
|
|
|
Water pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Belfield water system
|
|
Various
|
|
Various
|
|
4" - 8"
|
|
103
|
|
|
20
|
|
|
|
Green River water system
|
|
Sublette, WY
|
|
Sublette, WY
|
|
3" - 4"
|
|
11
|
|
|
15
|
|
|
|
Total
|
|
|
|
|
|
|
114
|
|
|
35
|
|
|
|
|
Barge Docks (mbpd)
(c)
|
|
|
|
|
|
|
|
|
|
2,832
|
|
|
Various
|
|
Storage assets (thousand barrels):
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Tank Farms
|
|
|
|
|
|
|
|
|
|
48,449
|
|
|
|
|
Caverns
|
|
|
|
|
|
|
|
|
|
450
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
48,899
|
|
|
|
(a)
|
All capacities reflect 100 percent of the pipeline systems’ and barge dock’s average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our caverns and tank farms in thousands of barrels.
|
(b)
|
Includes portions leased from third parties.
|
(c)
|
Includes a dock leased from a third party.
|
Pipeline Company
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by ANDX
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rangeland Rio Pipeline LLC
|
Mentone, TX
|
|
Midland County, TX
|
|
12"
|
|
112
|
|
|
67
|
%
|
|
Yes
|
|
Minnesota Pipe Line Company LLC
|
Clearbrook, MN
|
|
Minneapolis-Saint Paul, MN
|
|
16"
|
|
1,073
|
|
|
17
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
1,185
|
|
|
|
|
|
||
NGL pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rendezvous Gas Services System
|
Sweetwater County, WY
|
|
Sweetwater County, WY and Uintah County, WY
|
|
2" - 30"
|
|
327
|
|
|
78
|
%
|
|
Yes
|
|
Three Rivers System
|
Duchesne County, UT and Uintah County, UT
|
|
Uintah County, UT
|
|
6" - 16"
|
|
52
|
|
|
50
|
%
|
|
Yes
|
|
Uintah Basin Field Services
|
Uintah County, UT
|
|
Uintah County, UT
|
|
8" - 12"
|
|
90
|
|
|
38
|
%
|
|
Yes
|
|
Total
|
|
|
|
|
|
|
469
|
|
|
|
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(
thousand barrels
)
|
||
Light Products Terminals:
|
|
|
|
|||
Alaska
|
4
|
|
|
1,523
|
|
|
California
|
9
|
|
|
5,608
|
|
|
Idaho
|
3
|
|
|
989
|
|
|
Minnesota
|
1
|
|
|
526
|
|
|
New Mexico
|
3
|
|
|
778
|
|
|
North Dakota
|
3
|
|
|
—
|
|
|
Utah
|
2
|
|
|
29
|
|
|
Washington
|
5
|
|
|
1,063
|
|
|
Subtotal light products terminals
|
30
|
|
|
10,516
|
|
|
Asphalt Terminals
|
|
|
|
|||
Arizona
|
3
|
|
|
264
|
|
|
California
|
3
|
|
|
720
|
|
|
Minnesota
|
1
|
|
|
794
|
|
|
Nevada
(a)
|
1
|
|
|
250
|
|
|
New Mexico
|
1
|
|
|
38
|
|
|
Texas
|
1
|
|
|
204
|
|
|
Subtotal asphalt terminals
|
10
|
|
|
2,270
|
|
|
Crude Terminals
|
|
|
|
|||
California
|
1
|
|
|
117
|
|
|
New Mexico
|
1
|
|
|
352
|
|
|
North Dakota
|
1
|
|
|
520
|
|
|
Washington
|
1
|
|
|
—
|
|
|
Subtotal crude terminals
|
4
|
|
|
989
|
|
|
Total owned and operated terminals
|
44
|
|
|
13,775
|
|
(a)
|
ANDX accounts for as an equity method investment.
|
Gas Processing Complexes
|
|
Location
|
|
Design
Throughput Capacity ( MMcf/d ) |
|
Natural Gas
Throughput ( MMcf/d ) (a) |
|
Utilization
of Design Capacity |
|||
Belfield Complex
|
Stark County, ND
|
|
40
|
|
|
18
|
|
|
46
|
%
|
|
Robinson Lake Complex
|
Mountrail County, ND
|
|
130
|
|
|
122
|
|
|
94
|
%
|
|
24B Plant Complex
|
Uintah County, UT
|
|
140
|
|
|
—
|
|
|
—
|
%
|
|
Emigrant Trail Complex
|
Uintah County, WY
|
|
55
|
|
|
29
|
|
|
53
|
%
|
|
Stagecoach/Iron Horse Complex
|
Uintah County, UT
|
|
510
|
|
|
144
|
|
|
28
|
%
|
|
Blacks Fork Complex
|
Uintah County, WY
|
|
795
|
|
|
348
|
|
|
44
|
%
|
|
Vermillion Complex
|
Sweetwater County, WY
|
|
57
|
|
|
49
|
|
|
85
|
%
|
|
Total
|
|
|
1,727
|
|
|
710
|
|
|
41
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation.
|
Fractionation & Condensate Stabilization Complexes
|
|
Location
|
|
Design
Throughput Capacity ( mbpd ) |
|
NGL Throughput (
mbpd
)
(a)
|
|
Utilization
of Design Capacity |
|||
Blacks Fork Fractionator
|
Uintah County, WY
|
|
15
|
|
|
3
|
|
|
20
|
%
|
|
Robinson Lake Fractionator
|
Mountrail County, ND
|
|
12
|
|
|
10
|
|
|
89
|
%
|
|
Belfield Fractionator
|
Stark County, ND
|
|
7
|
|
|
5
|
|
|
62
|
%
|
|
LaBarge Liquids Complex
|
Lincoln County, WY
|
|
40
|
|
|
13
|
|
|
32
|
%
|
|
Pinedale Liquids Complex
|
Sublette County, WY
|
|
6
|
|
|
3
|
|
|
48
|
%
|
|
|
|
|
80
|
|
|
34
|
|
|
43
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation.
|
Natural Gas Gathering Systems
|
|
Location
|
|
Design
Throughput
Capacity (
MMcf/d
)
|
|
Natural Gas
Throughput (
MMcf/d
)
(a)
|
|
Utilization
of Design
Capacity
|
|||
Belfield System
|
Stark County, ND
|
|
40
|
|
|
18
|
|
|
46
|
%
|
|
Robinson Lake System
|
Mountrail County, ND
|
|
130
|
|
|
122
|
|
|
94
|
%
|
|
Williston Basin System
|
McLean County, ND
|
|
3
|
|
|
1
|
|
|
19
|
%
|
|
Green River System
|
Sublette County, WY and Uintah County, WY
|
|
737
|
|
|
399
|
|
|
54
|
%
|
|
Rendevous Gas Services System
(b)
|
Sweetwater County, WY
|
|
1,032
|
|
|
502
|
|
|
49
|
%
|
|
Rendevous Pipeline
|
Sublette County, WY
|
|
450
|
|
|
253
|
|
|
56
|
%
|
|
Three Rivers System
(b)
|
Duchesne County, UT and Uintah County, UT
|
|
212
|
|
|
63
|
|
|
30
|
%
|
|
Uinta Basin Field Services
(b)
|
Uintah County, UT
|
|
26
|
|
|
10
|
|
|
37
|
%
|
|
Uintah Basin System
|
Uintah County, UT
|
|
299
|
|
|
156
|
|
|
52
|
%
|
|
Vermillion System
|
Daggett County, UT, Sweetwater County, WY and Moffat County, CO
|
|
212
|
|
|
94
|
|
|
44
|
%
|
|
|
|
|
3,141
|
|
|
1,618
|
|
|
52
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation.
|
(b)
|
ANDX accounts for as an equity method investment.
|
NGL Pipelines
|
|
Location
|
|
Design
Throughput
Capacity (
mbpd
)
|
|
NGL
Throughput (
mbpd
)
|
|
Utilization
of Design
Capacity
|
|||
Ironhorse to Dinosaur 8" NGL
|
Uintah County, UT
|
|
15
|
|
|
4
|
|
|
25
|
%
|
|
Logistics Hub NGL Pipeline
|
McKenzie County, ND
|
|
20
|
|
|
0.7
|
|
|
4
|
%
|
Pipeline System
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Capline
|
St. James, LA
|
|
Patoka, IL
|
|
40"
|
|
644
|
|
|
33
|
%
|
|
Yes
|
|
Maumee
|
Lima, OH
|
|
Samaria, MI
|
|
22"
|
|
95
|
|
|
26
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
739
|
|
|
|
|
|
Pipeline Company
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
LOOP
(a)
|
Offshore Gulf of
Mexico |
|
Clovelly, LA
|
|
48”
|
|
48
|
|
|
10
|
%
|
|
No
|
|
Products pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ascension Pipeline Company LLC
|
Riverside, LA
|
|
Garyville, LA
|
|
16"
|
|
32
|
|
|
50
|
%
|
|
No
|
|
Centennial Pipeline LLC
(b)
|
Beaumont, TX
|
|
Bourbon, IL
|
|
24”-26”
|
|
796
|
|
|
50
|
%
|
|
Yes
|
|
Muskegon Pipeline LLC
|
Griffith, IN
|
|
Muskegon, MI
|
|
10”
|
|
170
|
|
|
60
|
%
|
|
Yes
|
|
Wolverine Pipe Line Company
|
Chicago, IL
|
|
Bay City &
Ferrysburg, MI
|
|
6”-16”
|
|
796
|
|
|
6
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
1,794
|
|
|
|
|
|
(a)
|
Represents interest retained by MPC and excludes MPLX’s 41% ownership interest in LOOP. Pipeline mileage is excluded from total as it is included with MPLX assets.
|
(b)
|
All system pipeline miles are inactive.
|
Private Pipeline Systems
|
|
Diameter
( inches ) |
|
Length
( miles ) |
|
Capacity
( mbpd ) |
||
Crude oil pipeline systems:
|
|
|
|
|
|
|||
Middle Ground Shoals Pipeline
|
12"
|
|
4
|
|
|
11
|
|
|
Inactive pipelines
|
|
|
9
|
|
|
N/A
|
|
|
Total
|
|
|
13
|
|
|
11
|
|
|
Products pipeline systems:
|
|
|
|
|
|
|||
Illinois and Indiana pipeline systems
|
4”
|
|
59
|
|
|
11
|
|
|
Texas pipeline systems
|
8”
|
|
103
|
|
|
45
|
|
|
Inactive pipelines
|
|
|
62
|
|
|
N/A
|
|
|
Total
|
|
|
224
|
|
|
56
|
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
( thousand barrels ) |
||
Jones Act product tankers
(a)
|
4
|
|
|
1,320
|
|
|
|
|
|
|
|
||
750 Series ATB vessels
(b)
|
3
|
|
|
990
|
|
(a)
|
Represents ownership through our indirect noncontrolling interest in Crowley Ocean Partners.
|
(b)
|
Represents ownership through our indirect noncontrolling interest in Crowley Blue Water Partners.
|
Period
|
Total Number
of Shares
Purchased
(a)
|
|
Average
Price Paid
per Share
(b)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans
or Programs
(c)
|
||||||
10/01/18-10/31/18
|
36,701
|
|
|
$
|
82.02
|
|
|
—
|
|
|
$
|
5,579,603,383
|
|
11/01/18-11/30/18
|
3,145,000
|
|
|
63.75
|
|
|
3,138,171
|
|
|
5,379,603,637
|
|
||
12/01/18-12/31/18
|
7,812,656
|
|
|
60.86
|
|
|
7,804,590
|
|
|
4,904,604,184
|
|
||
Total
|
10,994,357
|
|
|
61.76
|
|
|
10,942,761
|
|
|
|
(a)
|
The amounts in this column include
36,701
,
6,829
and 8,066 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in
October
,
November
and December, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.
|
(c)
|
On April 30, 2018, we announced that our board of directors had approved a
$5 billion
share repurchase authorization in addition to the remaining authorization pursuant to the May 31, 2017 announcement. These share purchase authorizations have no expiration date. The share repurchase authorization announced on April 30, 2018, together with prior authorizations, result in a total of $18 billion of share repurchase authorizations since January 1, 2012.
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
2018
(a)
|
|
2017
(b)
|
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||||||
Statements of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue
(c)
|
$
|
96,504
|
|
|
$
|
74,733
|
|
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
Income from operations
|
5,571
|
|
|
4,018
|
|
|
2,386
|
|
|
4,708
|
|
|
4,149
|
|
|||||
Net income
|
3,606
|
|
|
3,804
|
|
|
1,213
|
|
|
2,868
|
|
|
2,555
|
|
|||||
Net income attributable to MPC
|
2,780
|
|
|
3,432
|
|
|
1,174
|
|
|
2,852
|
|
|
2,524
|
|
|||||
Net income attributable to MPC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.36
|
|
|
$
|
6.76
|
|
|
$
|
2.22
|
|
|
$
|
5.29
|
|
|
$
|
4.42
|
|
Diluted
|
$
|
5.28
|
|
|
$
|
6.70
|
|
|
$
|
2.21
|
|
|
$
|
5.26
|
|
|
$
|
4.39
|
|
Dividends per share
|
$
|
1.84
|
|
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.14
|
|
|
$
|
0.92
|
|
Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
6,158
|
|
|
$
|
6,612
|
|
|
$
|
4,017
|
|
|
$
|
4,076
|
|
|
$
|
3,130
|
|
Acquisitions, net of cash acquired
(a)
|
3,822
|
|
|
249
|
|
|
—
|
|
|
1,218
|
|
|
2,821
|
|
|||||
Common stock repurchased
|
3,287
|
|
|
2,372
|
|
|
197
|
|
|
965
|
|
|
2,131
|
|
|||||
Dividends paid
|
954
|
|
|
773
|
|
|
719
|
|
|
613
|
|
|
524
|
|
|
December 31,
|
||||||||||||||||||
(In millions)
|
2018
(a)
|
|
2017
|
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
||||||||||
Balance Sheets Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
92,940
|
|
|
$
|
49,047
|
|
|
$
|
44,413
|
|
|
$
|
43,115
|
|
|
$
|
30,425
|
|
Long-term debt, including capitalized leases
(d)
|
27,524
|
|
|
12,946
|
|
|
10,572
|
|
|
11,925
|
|
|
6,602
|
|
(a)
|
On October 1, 2018, we acquired Andeavor. On December 4, 2015, MPLX, our consolidated subsidiary, merged with MarkWest. On September 30, 2014, we acquired Hess’ Retail Operations and Related Assets. The financial results for these operations are included in our consolidated results from the date of acquisition.
|
(b)
|
Earnings for 2017 include a tax benefit of approximately $1.5 billion or $2.93 per diluted share as a result of re-measuring certain net deferred tax liabilities using the lower corporate tax rate enacted in the fourth quarter 2017.
|
(c)
|
Includes sales to related parties. The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”).
|
(d)
|
Includes amounts due within one year. During 2018, MPC assumed Andeavor senior notes with an aggregate principal amount of $3.374 billion and MPLX issued $7.75 billion aggregate principal amount of senior notes. MPLX used $4.1 billion of the net proceeds of the offering to repay the 364-day term loan facility drawn on in January to fund the cash portion of the consideration for the February 1, 2018 dropdown and used $750 million of the net proceeds to redeem the 5.500 percent senior notes due February 2023 issued by MPLX and MarkWest. Also included in 2018 are Andeavor Logistics senior notes with an aggregate principal amount of $3.75 billion. During 2017, MPLX issued $2.25 billion aggregate principal amount of senior notes and used the net proceeds to fund the $1.5 billion cash portion of the consideration paid to MPC for the dropdown of assets on March 1, 2017. During 2015, in connection with the MarkWest Merger, MPLX assumed MarkWest Senior Notes with an aggregate principal amount of $4.1 billion and used its credit facility to repay $850 million of the $943 million of borrowings under MarkWest’s credit facility. During 2014, we issued $1.95 billion aggregate principal amount of senior notes and entered into a $700 million term loan agreement to fund a portion of the Hess’ Retail Operations and Related Assets acquisition.
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
16
refineries
in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon
®
branded outlets.
|
•
|
Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.
|
•
|
Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.
|
(In millions, except per share data)
|
|
2018
|
|
2017
|
||||
Income from operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
2,481
|
|
|
$
|
2,321
|
|
|
Retail
|
1,028
|
|
|
729
|
|
|||
Midstream
|
2,752
|
|
|
1,339
|
|
|||
Items not allocated to segments
|
(690
|
)
|
|
(371
|
)
|
|||
Income from operations
|
$
|
5,571
|
|
|
$
|
4,018
|
|
|
(Benefit) provision for income taxes
|
$
|
962
|
|
|
$
|
(460
|
)
|
|
Net income attributable to MPC
|
$
|
2,780
|
|
|
$
|
3,432
|
|
|
Net income attributable to MPC per diluted share
|
$
|
5.28
|
|
|
$
|
6.70
|
|
(In millions)
|
|
2018
|
|
2017
|
||||
Cash distributions received:
|
|
|
|
|||||
Limited partner distributions - MPLX
|
$
|
1,097
|
|
|
$
|
197
|
|
|
Limited partner distributions - ANDX
|
146
|
|
|
—
|
|
|||
General partner distributions, including IDRs - MPLX
|
—
|
|
|
301
|
|
|||
Total
|
$
|
1,243
|
|
|
$
|
498
|
|
•
|
The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB Diesel;
|
•
|
The Mid-Continent Crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and
|
•
|
The Gulf Coast Crack Spread uses three barrels of LLS crude producing two barrels of USGC CBOB gasoline and one barrel of USGC ULSD.
|
(a)
|
Crack spread based on
38 percent
WTI,
38 percent
LLS and
24 percent
ANS with Mid-Continent, Gulf Coast and West Coast product pricing, respectively and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
Sour crude oil basket consists of the following crudes: ANS, ASCI, Maya and Western Canadian Select
|
(c)
|
Sweet crude oil basket consists of the following crudes: Bakken, Brent, LLS, WTI-Cushing and WTI-Midland
|
(d)
|
This is consumption based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
|
•
|
the selling prices realized for refined products;
|
•
|
the types of crude oil and other charge and blendstocks processed;
|
•
|
our refinery yields;
|
•
|
the cost of products purchased for resale;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices.
|
Year
|
|
Refinery
|
2018
|
|
Canton, Detroit, Galveston Bay and Martinez
|
2017
|
|
Catlettsburg, Galveston Bay and Garyville
|
2016
|
|
Galveston Bay, Garyville and Robinson
|
(In millions)
|
|
2018
|
|
2017
|
|
2018 vs. 2017 Variance
|
|
2016
|
|
2017 vs. 2016 Variance
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sales and other operating revenues
(a)
|
$
|
95,750
|
|
|
$
|
74,104
|
|
|
$
|
21,646
|
|
|
$
|
63,277
|
|
|
$
|
10,827
|
|
|
Sales to related parties
|
754
|
|
|
629
|
|
|
125
|
|
|
62
|
|
|
567
|
|
||||||
Income (loss) from equity method investments
|
373
|
|
|
306
|
|
|
67
|
|
|
(185
|
)
|
|
491
|
|
||||||
Net gain on disposal of assets
|
23
|
|
|
10
|
|
|
13
|
|
|
32
|
|
|
(22
|
)
|
||||||
Other income
|
202
|
|
|
320
|
|
|
(118
|
)
|
|
178
|
|
|
142
|
|
||||||
Total revenues and other income
|
97,102
|
|
|
75,369
|
|
|
21,733
|
|
|
63,364
|
|
|
12,005
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenues (excludes items below)
(a)
|
85,456
|
|
|
66,519
|
|
|
18,937
|
|
|
56,676
|
|
|
9,843
|
|
||||||
Purchases from related parties
|
610
|
|
|
570
|
|
|
40
|
|
|
509
|
|
|
61
|
|
||||||
Inventory market valuation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
|
370
|
|
||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(130
|
)
|
||||||
Depreciation and amortization
|
2,490
|
|
|
2,114
|
|
|
376
|
|
|
2,001
|
|
|
113
|
|
||||||
Selling, general and administrative expenses
|
2,418
|
|
|
1,694
|
|
|
724
|
|
|
1,597
|
|
|
97
|
|
||||||
Other taxes
|
557
|
|
|
454
|
|
|
103
|
|
|
435
|
|
|
19
|
|
||||||
Total costs and expenses
|
91,531
|
|
|
71,351
|
|
|
20,180
|
|
|
60,978
|
|
|
10,373
|
|
||||||
Income from operations
|
5,571
|
|
|
4,018
|
|
|
1,553
|
|
|
2,386
|
|
|
1,632
|
|
||||||
Net interest and other financial costs
|
1,003
|
|
|
674
|
|
|
329
|
|
|
564
|
|
|
110
|
|
||||||
Income before income taxes
|
4,568
|
|
|
3,344
|
|
|
1,224
|
|
|
1,822
|
|
|
1,522
|
|
||||||
(Benefit) provision for in
come taxes
|
962
|
|
|
(460
|
)
|
|
1,422
|
|
|
609
|
|
|
(1,069
|
)
|
||||||
Net income
|
3,606
|
|
|
3,804
|
|
|
(198
|
)
|
|
1,213
|
|
|
2,591
|
|
||||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redeemable noncontrolling interest
|
75
|
|
|
65
|
|
|
10
|
|
|
41
|
|
|
24
|
|
||||||
Noncontrolling interests
|
751
|
|
|
307
|
|
|
444
|
|
|
(2
|
)
|
|
309
|
|
||||||
Net income attributable to MPC
|
$
|
2,780
|
|
|
$
|
3,432
|
|
|
$
|
(652
|
)
|
|
$
|
1,174
|
|
|
$
|
2,258
|
|
(a)
|
We adopted ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2018, and elected to report certain taxes on a net basis. We adopted the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis. See Item 8. Financial Statements and Supplementary Data - Notes
2
and
3
for further information.
|
•
|
increased
sales and other operating revenues of
$21.65 billion
mainly due to an increase in our Refining & Marketing segment refined product sales volumes, which
increased
402
mbpd, and higher averaged refined product sales prices, which
increased
$0.34
per gallon. The increase in volume is largely due to the Andeavor acquisition on October 1, 2018. These increases were partially offset by our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018, which resulted in a decrease in revenues of
$6.66 billion
for the year. See Item 8.
|
•
|
increased
sales to related parties of
$125 million
primarily due to higher average refined product prices;
|
•
|
increased
income from equity method investments of
$67 million
primarily due to an increase in income from midstream equity affiliates; and
|
•
|
decreased
other income of
$118 million
primarily due to a decrease in RIN sales.
|
•
|
increased
cost of revenues of
$18.94 billion
primarily due to:
|
◦
|
an increase in refined product cost of sales of
$24.97 billion
, primarily due to increased operations following the acquisition of Andeavor along with higher raw material costs attributable to an increase in our average crude oil costs of
$13.87
per barrel; and
|
◦
|
a decrease in certain taxes of
$6.66 billion
as a result of our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018. For the year, certain taxes continue to be presented on a gross basis and are included in cost of revenues. See Item 8. Financial Statements and Supplementary Data – Notes
2
and
3
for additional information on recently adopted accounting standards;
|
•
|
increased
depreciation and amortization of
$376 million
, primarily due to the depreciation of the fair value of the assets acquired in connection with the Andeavor acquisition;
|
•
|
increased
selling, general and administrative expenses of
$724 million
primarily due to approximately $197 million of transaction related costs for financial advisors, employee severance and other costs associated with the Andeavor acquisition in addition to increased costs and expenses for the combined company; and
|
•
|
increased
other taxes of
$103 million
primarily due to the inclusion of other taxes related to the acquired Andeavor operations.
|
•
|
increased
sales and other operating revenues (including consumer excise taxes) of
$10.83 billion
primarily due to higher averaged refined product sales prices, which increased $0.25 per gallon, and an increase in refined product sales volumes, which increased 42 mbpd;
|
•
|
increased
sales to related parties of
$567 million
mainly due to sales from our Refining & Marketing segment to PFJ Southeast, a joint venture with Pilot Flying J, which commenced in the fourth quarter of 2016;
|
•
|
increased
income (loss) from equity method investments of
$491 million
primarily due to the absence of impairment charges related to equity method investments of $356 million recorded in 2016 along with increases in income from new and existing pipeline, natural gas, retail and marine affiliates;
|
•
|
increased
other income of
$142 million
primarily due to increased RIN sales; and
|
•
|
decreased
net gain on disposal of assets of
$22 million
primarily due to gains on the sale of certain Speedway locations in 2016.
|
•
|
increased
cost of revenues of
$9.84 billion
primarily due to an increase in refined product cost of sales of $9.18 billion, primarily attributable to an increase in our average crude oil costs of $9.50 per barrel;
|
•
|
increased
purchases from related parties of
$61 million
primarily due to:
|
◦
|
an increase in transportation services provided by Crowley Ocean Partners of $27 million;
|
◦
|
an increase in transportation services provided by Crowley Blue Water Partners of $23 million; and
|
◦
|
an increase in volumes purchased from LOOP of $12 million;
|
•
|
an inventory market valuation adjustment which decreased costs and expenses by $370 million in
2016
related to the reversal of the LCM inventory valuation reserve due to increased refined product prices;
|
•
|
decreased
impairment expense of
$130 million
as the impairment expense in
2016
reflects a $130 million charge recorded by MPLX to impair a portion of the $2.21 billion of goodwill recorded in connection with the MarkWest Merger; and
|
•
|
increased
selling, general and administrative expenses of
$97 million
primarily due to increases in employee-related compensation and benefit expenses, higher corporate costs and net litigation settlement expenses of $29 million.
|
(a)
|
We adopted ASC 606 (Revenue from Contracts with Customers), as of January 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis.
|
(b)
|
Results related to refining logistics and fuels distribution are presented in the Midstream segment prospectively from February 1, 2018. Prior periods are not adjusted as these entities were not considered a business prior to February 1, 2018.
|
(a)
|
Includes intersegment sales and sales destined for export.
|
(b)
|
For comparability purposes, these amounts exclude sales taxes for all periods presented. As noted above, Refining & Marketing revenues in 2018 reflect these taxes on a net basis, while 2017 and 2016 Refining & Marketing revenues continue to reflect these taxes on a gross basis. The average refined product sales prices for 2017 and 2016 included excise taxes of $0.18 per gallon before this adjustment.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs. Excludes LCM inventory valuation adjustments.
|
(d)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(e)
|
Per barrel of total refinery throughputs.
|
(f)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
Benchmark spot prices
(dollars per gallon)
|
|
2018
|
|
2017
|
||||
Chicago CBOB unleaded regular gasoline
|
$
|
1.86
|
|
|
$
|
1.58
|
|
|
Chicago ultra-low sulfur diesel
|
2.07
|
|
|
1.64
|
|
|||
USGC CBOB unleaded regular gasoline
|
1.88
|
|
|
1.60
|
|
|||
USGC ultra-low sulfur diesel
|
2.05
|
|
|
1.62
|
|
|||
LA CARBOB
|
|
2.06
|
|
|
—
|
|
||
LA CARB diesel
|
|
2.14
|
|
|
—
|
|
||
|
|
|
|
|
||||
Market Indicators
(dollars per barrel)
|
|
|
|
|
||||
LLS
|
$
|
69.93
|
|
|
$
|
54.00
|
|
|
WTI
|
64.10
|
|
|
50.85
|
|
|||
ANS
|
68.46
|
|
|
54.44
|
|
|||
Crack Spreads
|
|
|
|
|
||||
Mid-Continent WTI 3-2-1
|
$
|
14.02
|
|
|
$
|
12.71
|
|
|
USGC LLS 3-2-1
|
7.91
|
|
|
8.55
|
|
|||
West Coast ANS 3-2-1
|
11.66
|
|
|
14.02
|
|
|||
Blended 3-2-1
(a)(b)
|
10.62
|
|
|
10.22
|
|
|||
Crude Oil Differentials
|
|
|
|
|||||
Sweet
|
|
$
|
(3.83
|
)
|
|
$
|
(1.04
|
)
|
Sour
|
|
(7.60
|
)
|
|
(5.02
|
)
|
(a)
|
Blended 3-2-1 WTI/LLS/ANS crack spread
38
/
38
/
24
percent in
2018
, Blended 6-3-2-1 Chicago/USGC crack spread is
40
/
60 percent
for the first nine months of 2018 and in
2017
and
38
/
62 percent
in
2016
. These blends are based on MPC’s refining capacity by region in each period.
|
(b)
|
Beginning 4Q 2018, Blended Mid-Con/USGC/West Coast crack spread is weighted 38/38/24 percent based on MPC's refining capacity by PADD. From Q1 2017 through Q3 2018, the blended spread was weighted 40/60 percent Mid-Con/USGC.
|
Benchmark spot prices
(dollars per gallon)
|
|
2017
|
|
2016
|
||||
Chicago CBOB unleaded regular gasoline
|
$
|
1.58
|
|
|
$
|
1.33
|
|
|
Chicago ultra-low sulfur diesel
|
1.64
|
|
|
1.34
|
|
|||
USGC CBOB unleaded regular gasoline
|
1.60
|
|
|
1.33
|
|
|||
USGC ultra-low sulfur diesel
|
1.62
|
|
|
1.32
|
|
|||
|
|
|
|
|
||||
Market Indicators
(dollars per barrel)
|
|
|
|
|
||||
LLS
|
$
|
54.00
|
|
|
$
|
45.01
|
|
|
WTI
|
50.85
|
|
|
43.47
|
|
|||
Crack Spreads
|
|
|
|
|
||||
Chicago LLS 6-3-2-1
(a)(b)
|
$
|
9.77
|
|
|
$
|
7.19
|
|
|
USGC LLS 6-3-2-1
(a)
|
9.89
|
|
|
6.80
|
|
|||
Blended 6-3-2-1
(a)(c)
|
9.84
|
|
|
6.96
|
|
|||
Crude Oil Differentials
|
|
|
|
|||||
LLS - WTI
(a)
|
$
|
3.15
|
|
|
$
|
1.55
|
|
|
Sweet/Sour
(a)(c)
|
5.94
|
|
|
6.52
|
|
(a)
|
All spreads and differentials are measured against prompt LLS.
|
(b)
|
Calculation utilizes USGC three percent residual fuel oil price as a proxy for Chicago three percent residual fuel oil price.
|
(c)
|
LLS (prompt) – [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
|
2018
|
|
2017
|
|
2016
|
||||||
Refining & Marketing Operating Statistics
|
|
|
|
|
|||||||
Crude oil capacity utilization percent
(a)
|
96
|
|
|
97
|
|
|
95
|
|
|||
Refinery throughputs (
thousands of barrels per day
):
|
|
|
|
|
|||||||
Crude oil refined
|
2,081
|
|
|
1,765
|
|
|
1,699
|
|
|||
Other charge and blendstocks
|
193
|
|
|
179
|
|
|
151
|
|
|||
Total
|
2,274
|
|
|
1,944
|
|
|
1,850
|
|
|||
Sour crude oil throughput percent
|
52
|
|
|
59
|
|
|
60
|
|
|||
Sweet crude oil throughput percent
|
48
|
|
|
41
|
|
|
40
|
|
|||
Refined product yields (mbpd):
(b)
|
|
|
|
|
|
||||||
Gasoline
|
1,107
|
|
|
932
|
|
|
900
|
|
|||
Distillates
|
773
|
|
|
641
|
|
|
617
|
|
|||
Propane
|
41
|
|
|
36
|
|
|
35
|
|
|||
Feedstocks and petrochemicals
|
288
|
|
|
277
|
|
|
241
|
|
|||
Heavy fuel oil
|
38
|
|
|
37
|
|
|
32
|
|
|||
Asphalt
|
69
|
|
|
63
|
|
|
58
|
|
|||
Total
|
2,316
|
|
|
1,986
|
|
|
1,883
|
|
|||
Refining & Marketing Operating Statistics By Region – Gulf Coast
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(b)
|
|
|
|
|
|
||||||
Crude oil refined
|
1,135
|
|
|
1,070
|
|
|
1,039
|
|
|||
Other charge and blendstocks
|
190
|
|
|
224
|
|
|
195
|
|
|||
Total
|
1,325
|
|
|
1,294
|
|
|
1,234
|
|
|||
Sour crude oil throughput percent
|
62
|
|
|
71
|
|
|
73
|
|
|||
Sweet crude oil throughput percent
|
38
|
|
|
29
|
|
|
27
|
|
|||
Refined product yields (mbpd):
(b)
|
|
|
|
|
|
||||||
Gasoline
|
574
|
|
|
546
|
|
|
514
|
|
|||
Distillates
|
432
|
|
|
405
|
|
|
399
|
|
|||
Propane
|
25
|
|
|
26
|
|
|
26
|
|
|||
Feedstocks and petrochemicals
|
291
|
|
|
311
|
|
|
286
|
|
|||
Heavy fuel oil
|
18
|
|
|
25
|
|
|
21
|
|
|||
Asphalt
|
19
|
|
|
17
|
|
|
15
|
|
|||
Total
|
1,359
|
|
|
1,330
|
|
|
1,261
|
|
|||
Refinery direct operating costs (dollars per barrel):
(c)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.12
|
|
|
$
|
1.75
|
|
|
$
|
2.09
|
|
Depreciation and amortization
|
1.03
|
|
|
1.12
|
|
|
1.14
|
|
|||
Other manufacturing
(d)
|
3.41
|
|
|
3.74
|
|
|
3.70
|
|
|||
Total
|
$
|
5.56
|
|
|
$
|
6.61
|
|
|
$
|
6.93
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Refining & Marketing Operating Statistics By Region – Mid-Continent
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(b)
|
|
|
|
|
|
||||||
Crude oil refined
|
792
|
|
|
695
|
|
|
660
|
|
|||
Other charge and blendstocks
|
47
|
|
|
33
|
|
|
39
|
|
|||
Total
|
839
|
|
|
728
|
|
|
699
|
|
|||
Sour crude oil throughput percent
|
33
|
|
|
40
|
|
|
40
|
|
|||
Sweet crude oil throughput percent
|
67
|
|
|
60
|
|
|
60
|
|
|||
Refined product yields (mbpd):
(b)
|
|
|
|
|
|
||||||
Gasoline
|
444
|
|
|
386
|
|
|
386
|
|
|||
Distillates
|
279
|
|
|
236
|
|
|
218
|
|
|||
Propane
|
14
|
|
|
11
|
|
|
11
|
|
|||
Feedstocks and petrochemicals
|
43
|
|
|
42
|
|
|
35
|
|
|||
Heavy fuel oil
|
14
|
|
|
13
|
|
|
12
|
|
|||
Asphalt
|
50
|
|
|
46
|
|
|
43
|
|
|||
Total
|
844
|
|
|
734
|
|
|
705
|
|
|||
Refinery direct operating costs (dollars per barrel):
(c)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.97
|
|
|
$
|
1.48
|
|
|
$
|
1.15
|
|
Depreciation and amortization
|
1.67
|
|
|
1.81
|
|
|
1.88
|
|
|||
Other manufacturing
(d)
|
4.34
|
|
|
4.26
|
|
|
4.29
|
|
|||
Total
|
$
|
7.98
|
|
|
$
|
7.55
|
|
|
$
|
7.32
|
|
Refining & Marketing Operating Statistics By Region – West Coast
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(b)
|
|
|
|
|
|
||||||
Crude oil refined
|
154
|
|
|
—
|
|
|
—
|
|
|||
Other charge and blendstocks
|
17
|
|
|
—
|
|
|
—
|
|
|||
Total
|
171
|
|
|
—
|
|
|
—
|
|
|||
Sour crude oil throughput percent
|
72
|
|
|
—
|
|
|
—
|
|
|||
Sweet crude oil throughput percent
|
28
|
|
|
—
|
|
|
—
|
|
|||
Refined product yields (mbpd):
(b)
|
|
|
|
|
|
||||||
Gasoline
|
89
|
|
|
—
|
|
|
—
|
|
|||
Distillates
|
62
|
|
|
—
|
|
|
—
|
|
|||
Propane
|
2
|
|
|
—
|
|
|
—
|
|
|||
Feedstocks and petrochemicals
|
14
|
|
|
—
|
|
|
—
|
|
|||
Heavy fuel oil
|
7
|
|
|
—
|
|
|
—
|
|
|||
Asphalt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
174
|
|
|
—
|
|
|
—
|
|
|||
Refinery direct operating costs (dollars per barrel):
(c)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
2.79
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Depreciation and amortization
|
1.26
|
|
|
—
|
|
|
—
|
|
|||
Other manufacturing
(d)
|
8.07
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
12.12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
|
(b)
|
Excludes inter-refinery volumes which totaled
61
mbpd,
78
mbpd and
83
mbpd for
2018
,
2017
and
2016
, respectively, for all regions.
|
(c)
|
Per barrel of total refinery throughputs.
|
(d)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(a)
|
The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable), divided by gasoline and distillate sales volume. Excludes LCM inventory valuation adjustments.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
Key Financial and Operating Data
|
|
2018
|
|
2017
|
|
2016
|
||||||
Average fuel sales prices (
dollars per gallon
)
|
$
|
2.71
|
|
|
$
|
2.34
|
|
|
$
|
2.09
|
|
|
Merchandise sales (
in millions
)
|
$
|
5,232
|
|
|
$
|
4,893
|
|
|
$
|
5,007
|
|
|
Merchandise margin (
in millions
)
(a)(b)
|
$
|
1,486
|
|
|
$
|
1,402
|
|
|
$
|
1,435
|
|
|
Same store gasoline sales volume (period over period)
(c)
|
(1.5
|
)%
|
|
(1.3
|
)%
|
|
(0.4
|
)%
|
||||
Same store merchandise sales (period over period)
(c)(d)
|
4.2
|
%
|
|
1.2
|
%
|
|
3.2
|
%
|
||||
Convenience stores at period-end
|
3,923
|
|
|
2,744
|
|
|
2,733
|
|
||||
Direct dealer locations at period-end
|
1,065
|
|
|
N/A
|
|
|
N/A
|
|
(a)
|
The price paid by the consumers less the cost of merchandise.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(c)
|
Same store comparison includes only locations owned at least 13 months.
|
(d)
|
Excludes cigarettes.
|
(a)
|
We adopted ASC 606 (Revenue from Contracts with Customers), as of January 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis.
|
(b)
|
Results related to refining logistics and fuels distribution dropdown into MPLX are presented in the Midstream segment prospectively from February 1, 2018. Prior periods are not adjusted as these entities were not considered a business prior to February 1, 2018.
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Includes the results of the terminal assets beginning on April 1, 2016, the date the assets became a business.
|
(c)
|
Includes amounts related to unconsolidated equity method investments on a 100 percent basis.
|
Benchmark Prices
|
|
2018
|
|
2017
|
|
2016
|
||||||
Natural Gas NYMEX HH (
$ per MMBtu
)
|
$
|
3.07
|
|
|
$
|
3.02
|
|
|
$
|
2.55
|
|
|
C2 + NGL Pricing (
$ per gallon
)
(a)
|
$
|
0.78
|
|
|
$
|
0.66
|
|
|
$
|
0.47
|
|
(a)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
Key Financial Information
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|||||||
Corporate and other unallocated items
(a)
|
$
|
(502
|
)
|
|
$
|
(365
|
)
|
|
$
|
(266
|
)
|
|
Transaction-related costs
|
(197
|
)
|
|
—
|
|
|
—
|
|
||||
Litigation
|
—
|
|
|
(29
|
)
|
|
—
|
|
||||
Impairment
(b)
|
9
|
|
|
23
|
|
|
(486
|
)
|
(a)
|
Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX and ANDX, which are included in the
Midstream
segment. Corporate overhead expenses are not allocated to the Refining & Marketing and
Retail
segments.
|
(b)
|
2018 and 2017 includes MPC’s share of gains from the the sale of assets remaining from the canceled Sandpiper pipeline project. 2016 includes impairments of goodwill and equity method investments. See Item 8. Financial Statements and Supplementary Data – Notes
16
and
17
.
|
Reconciliation of Refining & Marketing income from operations to Refining & Marketing margin
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Refining & Marketing income from operations
|
|
$
|
2,481
|
|
|
$
|
2,321
|
|
|
$
|
1,357
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Refinery direct operating costs
(a)
|
|
4,801
|
|
|
4,113
|
|
|
4,007
|
|
||||
Refinery depreciation and amortization
|
|
1,089
|
|
|
1,013
|
|
|
994
|
|
||||
Other:
|
|
|
|
|
|
|
|||||||
Operating expenses
(a)(b)
|
|
3,189
|
|
|
1,425
|
|
|
1,475
|
|
||||
Depreciation and amortization
|
|
85
|
|
|
69
|
|
|
69
|
|
||||
Inventory market valuation adjustment
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
||||
Refining & Marketing margin
(c)
|
|
$
|
11,645
|
|
|
$
|
8,941
|
|
|
$
|
7,557
|
|
(a)
|
Excludes depreciation and amortization.
|
(b)
|
Includes fees paid to MPLX and ANDX for various midstream services. MPLX and ANDX are reported in MPC’s Midstream segment.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, excluding any LCM inventory market adjustment.
|
Reconciliation of Retail income from operations to Retail total margin
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Retail income from operations
|
|
$
|
1,028
|
|
|
$
|
729
|
|
|
$
|
733
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Operating, selling, general and administrative expenses
(a)
|
|
1,796
|
|
|
1,533
|
|
|
1,555
|
|
||||
Depreciation and amortization
(a)
|
|
353
|
|
|
275
|
|
|
273
|
|
||||
Income from equity method investments
|
|
(74
|
)
|
|
(69
|
)
|
|
(5
|
)
|
||||
Net gain on disposal of assets
|
|
(17
|
)
|
|
(14
|
)
|
|
(30
|
)
|
||||
Other income
(a)
|
|
(7
|
)
|
|
(14
|
)
|
|
(18
|
)
|
||||
Inventory market valuation adjustment
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Retail total margin
|
|
$
|
3,079
|
|
|
$
|
2,440
|
|
|
$
|
2,483
|
|
|
|
|
|
|
|
|
|
|||||||
Retail total margin:
(a)
|
|
|
|
|
|
|
|||||||
Fuel margin
(b)
|
|
$
|
1,547
|
|
|
$
|
1,008
|
|
|
$
|
1,009
|
|
|
Merchandise margin
(c)
|
|
1,486
|
|
|
1,402
|
|
|
1,435
|
|
||||
Other margin
|
|
46
|
|
|
30
|
|
|
39
|
|
||||
Retail total margin
|
|
$
|
3,079
|
|
|
$
|
2,440
|
|
|
$
|
2,483
|
|
(a)
|
2018 and 2017 margins and expenses do not reflect any results from the 41 travel centers contributed to PFJ Southeast, whereas they are reflected in the 2016 information. Our share of the net results from the joint venture is reflected in income from equity method investments.
|
(b)
|
The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable) and excluding any LCM inventory market adjustment.
|
(c)
|
The price paid by the consumers less the cost of merchandise.
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
6,158
|
|
|
$
|
6,612
|
|
|
$
|
4,017
|
|
|
Investing activities
|
(7,670
|
)
|
|
(3,398
|
)
|
|
(2,967
|
)
|
||||
Financing activities
|
222
|
|
|
(1,091
|
)
|
|
(1,294
|
)
|
||||
Total
|
$
|
(1,290
|
)
|
|
$
|
2,123
|
|
|
$
|
(244
|
)
|
•
|
Cash used for additions to property, plant and equipment was primarily due to spending in our Midstream segment. See discussion of capital expenditures and investments under the “Capital Spending” section.
|
•
|
Cash used for acquisitions of
$3.82 billion
in
2018
primarily includes cash paid to Andeavor stockholders of
$3.5 billion
in connection with the acquisition of Andeavor on October 1, 2018.
|
•
|
Net investments were a use of cash of
$393 million
in
2018
compared to
$743 million
in
2017
and $288 million in 2016. Investments in
2017
primarily include MPLX’s $500 million investment in a partial interest in the Bakken Pipeline system.
|
•
|
Cash provided by disposal of assets totaled
$54 million
,
$79 million
and $101 million in
2018
,
2017
and 2016, respectively. Cash provided in 2016 was primarily due to the sale of certain Speedway locations in the normal course of business.
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
3,578
|
|
|
$
|
2,732
|
|
|
$
|
2,892
|
|
|
Asset retirement expenditures
|
8
|
|
|
2
|
|
|
6
|
|
||||
Increase (decrease) in capital accruals
|
309
|
|
|
67
|
|
|
(127
|
)
|
||||
Total capital expenditures
|
3,895
|
|
|
2,801
|
|
|
2,771
|
|
||||
Investments in equity method investees
(a)
|
409
|
|
|
305
|
|
|
288
|
|
||||
Total capital expenditures and investments
|
$
|
4,304
|
|
|
$
|
3,106
|
|
|
$
|
3,059
|
|
(a)
|
The 2016 amount excludes an adjustment of $143 million to the fair value of equity method investments acquired in connection with the MarkWest Merger.
|
•
|
Long-term debt borrowings and repayments, including debt issuance costs, were a net
$5.36 billion
source
of cash in
2018
compared to a
$2.24 billion
source
of cash in
2017
and a
$1.42 billion
use of cash in
2016
. During 2018, MPLX issued $7.75 billion of senior notes, redeemed $750 million of senior notes, borrowed and repaid $4.1 billion under the MPLX term loan, and borrowed and repaid $1.41 billion and $1.92 billion, respectively, under the MPLX Credit Agreement. In addition, MPC redeemed $600 million of senior notes. During 2017, MPLX issued $2.25 billion of senior notes, borrowed $505 million under the MPLX bank revolving credit agreement, repaid the remaining $250 million under the MPLX term loan agreement and we repaid the remaining $200 million balance under the MPC term loan agreement. During 2016, MPLX used proceeds from its issuance of the MPLX Preferred Units to repay amounts outstanding under the MPLX bank revolving credit facility and MPC chose to prepay $500 million under its term loan. See Item 8. Financial Statements and Supplementary Data – Note
19
for additional information on our long-term debt.
|
•
|
Cash used in common stock repurchases totaled
$3.29 billion
in
2018
,
$2.37 billion
in
2017
, and $197 million in 2016 associated with the share repurchase plans authorized by our board of directors. See the “Capital Requirements” section for further discussion of our stock repurchases.
|
•
|
Cash used in dividend payments totaled
$954 million
in
2018
,
$773 million
in
2017
and $719 million in 2016. The increase in 2018 was primarily due to an increase in our base dividend in addition to a net increase in the number of shares of our common stock outstanding due to issuances related to the Andeavor acquisition, partially offset by share repurchases. The increase in 2017 was due to an increase in our base dividend, partially offset by a decrease in the number of outstanding shares of our common stock as a result of share repurchases. Dividends per share were
$1.84
in
2018
,
$1.52
in
2017
and $1.36 in 2016.
|
•
|
Distributions to noncontrolling interests increased
$209 million
in
2018
compared to
2017
and $152 million in
2017
compared to 2016, primarily due to an increase in MPLX’s distribution per common unit. In
2018
, distributions to
|
•
|
Cash proceeds from the issuance of MPLX common units were $473 million in
2017
and $776 million in 2016. Cash proceeds from the issuance of MPLX Preferred Units was $984 million in 2016. See Item 8. Financial Statements and Supplementary Data – Note
4
for further discussion of MPLX.
|
•
|
Cash used in financing activities in
2017
and 2016 included a portion of the payments to the seller of the Galveston Bay refinery under the contingent earnout provisions of the purchase and sale agreement.
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility
(a)
|
$
|
5,000
|
|
|
$
|
32
|
|
|
$
|
4,968
|
|
|
364 day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||
Trade receivables facility
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
6,750
|
|
|
$
|
32
|
|
|
$
|
6,718
|
|
|
Cash and cash equivalents
(b)
|
|
|
|
|
1,609
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
8,327
|
|
(a)
|
Outstanding borrowings include
$32 million
in letters of credit outstanding under this facility. Excludes MPLX’s
$2.25 billion
bank revolving credit facility, which had no borrowings and
$3 million
of letters of credit outstanding as of
December 31, 2018
and ANDX’s $2.10 billion bank revolving credit facilities, which had
$1.25 billion
outstanding as of
December 31, 2018
.
|
(b)
|
Excludes
$68 million
and
$10 million
of MPLX and ANDX cash and cash equivalents, respectively.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
MPLX
|
Moody’s
|
Baa3 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB- (positive outlook)
|
ANDX
|
Moody’s
|
Ba1 (review for upgrade)
|
|
Standard & Poor’s
|
BBB- (positive watch)
|
|
Fitch
|
BBB- (stable outlook)
|
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
47
|
|
|
44
|
|
|
4
|
|
|||
Cash paid for shares repurchased
|
$
|
3,287
|
|
|
$
|
2,372
|
|
|
$
|
197
|
|
Average cost per share
|
$
|
69.46
|
|
|
$
|
53.85
|
|
|
$
|
41.84
|
|
(In millions)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Later Years
|
||||||||||
Long-term debt
(a)
|
$
|
44,673
|
|
|
$
|
1,790
|
|
|
$
|
4,128
|
|
|
$
|
5,865
|
|
|
$
|
32,890
|
|
|
Capital lease obligations
(b)
|
897
|
|
|
65
|
|
|
127
|
|
|
148
|
|
|
557
|
|
||||||
Operating lease obligations
|
3,423
|
|
|
709
|
|
|
1,172
|
|
|
684
|
|
|
858
|
|
||||||
Purchase obligations:
(c)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Crude oil, feedstock, refined product and renewable fuel contracts
(d)
|
10,306
|
|
|
8,881
|
|
|
1,115
|
|
|
196
|
|
|
114
|
|
||||||
Transportation and related contracts
|
2,556
|
|
|
550
|
|
|
760
|
|
|
661
|
|
|
585
|
|
||||||
Contracts to acquire property, plant and equipment
|
1,825
|
|
|
1,794
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||||
Service, materials and other contracts
(e)
|
3,361
|
|
|
948
|
|
|
1,009
|
|
|
574
|
|
|
830
|
|
||||||
Total purchase obligations
|
18,048
|
|
|
12,173
|
|
|
2,915
|
|
|
1,431
|
|
|
1,529
|
|
||||||
Other long-term liabilities reported in the consolidated balance sheet
(f)
|
2,734
|
|
|
297
|
|
|
587
|
|
|
531
|
|
|
1,319
|
|
||||||
Total contractual cash obligations
|
$
|
69,775
|
|
|
$
|
15,034
|
|
|
$
|
8,929
|
|
|
$
|
8,659
|
|
|
$
|
37,153
|
|
(a)
|
Includes interest payments of $18.42 billion for our senior notes, the MPLX senior notes and the ANDX senior notes in addition to interest on the MPLX credit agreement and ANDX credit agreements, commitment and administrative fees for our credit agreement, the MPLX credit agreement, the ANDX credit agreements and our trade receivables facility.
|
(b)
|
Capital lease obligations represent future minimum payments.
|
(c)
|
Includes both short- and long-term purchases obligations.
|
(d)
|
These contracts include variable price arrangements. For purposes of this disclosure we have estimated prices to be paid primarily based on futures curves for the commodities to the extent available.
|
(e)
|
Primarily includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
|
(f)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through
2028
. See Item 8. Financial Statements and Supplementary Data – Note
22
.
|
(In millions)
|
|
2019 Plan
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Capital expenditures and investments:
(a)
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
1,750
|
|
|
$
|
1,057
|
|
|
$
|
832
|
|
|
$
|
1,054
|
|
|
Retail
|
500
|
|
|
460
|
|
|
381
|
|
|
303
|
|
|||||
Midstream
|
3,600
|
|
|
2,630
|
|
|
1,755
|
|
|
1,558
|
|
|||||
Corporate and Other
(b)
|
60
|
|
|
157
|
|
|
138
|
|
|
144
|
|
|||||
Total
|
$
|
5,910
|
|
|
$
|
4,304
|
|
|
$
|
3,106
|
|
|
$
|
3,059
|
|
(a)
|
Capital expenditures include changes in capital accruals.
|
(b)
|
Includes capitalized interest of
$80 million
,
$55 million
and
$63 million
for
2018
,
2017
and
2016
, respectively. The 2019 capital investment plan excludes capitalized interest.
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Capital
|
$
|
380
|
|
|
$
|
343
|
|
|
$
|
302
|
|
|
Compliance:
(a)
|
|
|
|
|
|
|||||||
Operating and maintenance
|
525
|
|
|
413
|
|
|
541
|
|
||||
Remediation
(b)
|
52
|
|
|
36
|
|
|
40
|
|
||||
Total
|
$
|
957
|
|
|
$
|
792
|
|
|
$
|
883
|
|
(a)
|
Based on the American Petroleum Institute’s definition of environmental expenditures.
|
(b)
|
These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash provisions recorded for environmental remediation.
|
•
|
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.
|
•
|
Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
•
|
assessment of impairment of long-lived assets;
|
•
|
assessment of impairment of intangible assets:
|
•
|
assessment of impairment of goodwill;
|
•
|
assessment of impairment of equity method investments;
|
•
|
recorded values for assets acquired and liabilities assumed in connection with acquisitions; and
|
•
|
recorded values of derivative instruments.
|
•
|
Future margins on products produced and sold
. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future volumes.
Our estimates of future refinery, retail, pipeline throughput and natural gas and NGL processing volumes are based on internal forecasts prepared by our Refining & Marketing,
Retail
and
Midstream
segments operations personnel.
|
•
|
Discount rate commensurate with the risks involved
. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements
. These are based on authorized spending and internal forecasts.
|
•
|
the discount rate for measuring the present value of future plan obligations;
|
•
|
the expected long-term return on plan assets;
|
•
|
the rate of future increases in compensation levels;
|
•
|
health care cost projections; and
|
•
|
the mortality table used in determining future plan obligations.
|
(In millions)
|
|
2018
|
|
2017
|
||
Realized loss on settled derivative positions
|
|
(11
|
)
|
|
(27
|
)
|
Unrealized gain (loss) on open net derivative positions
|
|
(35
|
)
|
|
6
|
|
Net loss
|
|
(46
|
)
|
|
(21
|
)
|
|
Change in IFO from a
Hypothetical Price Increase of |
|
Change in IFO from a
Hypothetical Price Decrease of |
||||||||||||
(In millions)
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Crude
|
$
|
(22
|
)
|
|
$
|
(55
|
)
|
|
$
|
22
|
|
|
$
|
55
|
|
Refined products
|
3
|
|
|
7
|
|
|
(3
|
)
|
|
(7
|
)
|
||||
Blending products
|
(8
|
)
|
|
(19
|
)
|
|
8
|
|
|
19
|
|
||||
Embedded derivatives
|
(6
|
)
|
|
(15
|
)
|
|
6
|
|
|
15
|
|
(In millions)
|
|
Fair
Value (a) |
|
Change in
Fair Value (b) |
|
Change in Net Income for the Twelve Months Ended December 31, 2018
(c)
|
|
|||||
Long-term debt
|
|
|
|
|
|
|
|
|||||
Fixed-rate
|
|
$
|
25,272
|
|
|
$
|
2,052
|
|
|
n/a
|
|
|
Variable-rate
|
|
1,247
|
|
|
n/a
|
|
|
5
|
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis point decrease in the weighted average yield-to-maturity at
December 31, 2018
.
|
(c)
|
Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended
December 31, 2018
.
|
|
Page
|
|
|
|
|
|
|
|
|
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
|
/s/ John J. Quaid
|
Gary R. Heminger
Chairman of the Board and
Chief Executive Officer
|
|
Timothy T. Griffith
Senior Vice President and
Chief Financial Officer
|
|
John J. Quaid
Vice President and
Controller
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
|
|
Gary R. Heminger
Chairman of the Board and
Chief Executive Officer
|
|
Timothy T. Griffith
Senior Vice President and
Chief Financial Officer
|
|
|
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues
(a)
|
$
|
95,750
|
|
|
$
|
74,104
|
|
|
$
|
63,277
|
|
Sales to related parties
|
754
|
|
|
629
|
|
|
62
|
|
|||
Income (loss) from equity method investments
|
373
|
|
|
306
|
|
|
(185
|
)
|
|||
Net gain on disposal of assets
|
23
|
|
|
10
|
|
|
32
|
|
|||
Other income
|
202
|
|
|
320
|
|
|
178
|
|
|||
Total revenues and other income
|
97,102
|
|
|
75,369
|
|
|
63,364
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
(a)
|
85,456
|
|
|
66,519
|
|
|
56,676
|
|
|||
Purchases from related parties
|
610
|
|
|
570
|
|
|
509
|
|
|||
Inventory market valuation adjustment
|
—
|
|
|
—
|
|
|
(370
|
)
|
|||
Impairment expense
|
—
|
|
|
—
|
|
|
130
|
|
|||
Depreciation and amortization
|
2,490
|
|
|
2,114
|
|
|
2,001
|
|
|||
Selling, general and administrative expenses
|
2,418
|
|
|
1,694
|
|
|
1,597
|
|
|||
Other taxes
|
557
|
|
|
454
|
|
|
435
|
|
|||
Total costs and expenses
|
91,531
|
|
|
71,351
|
|
|
60,978
|
|
|||
Income from operations
|
5,571
|
|
|
4,018
|
|
|
2,386
|
|
|||
Net interest and other financial costs
|
1,003
|
|
|
674
|
|
|
564
|
|
|||
Income before income taxes
|
4,568
|
|
|
3,344
|
|
|
1,822
|
|
|||
(Benefit) provision for in
come taxes
|
962
|
|
|
(460
|
)
|
|
609
|
|
|||
Net income
|
3,606
|
|
|
3,804
|
|
|
1,213
|
|
|||
Less net income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
75
|
|
|
65
|
|
|
41
|
|
|||
Noncontrolling interests
|
751
|
|
|
307
|
|
|
(2
|
)
|
|||
Net income attributable to MPC
|
$
|
2,780
|
|
|
$
|
3,432
|
|
|
$
|
1,174
|
|
Per Share Data (See Note 8)
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
5.36
|
|
|
$
|
6.76
|
|
|
$
|
2.22
|
|
Weighted average shares outstanding
|
518
|
|
|
507
|
|
|
528
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
5.28
|
|
|
$
|
6.70
|
|
|
$
|
2.21
|
|
Weighted average shares outstanding
|
526
|
|
|
512
|
|
|
530
|
|
(a)
|
The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”). See Notes
2
and
3
for further information.
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
3,606
|
|
|
$
|
3,804
|
|
|
$
|
1,213
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
|
||||||
Actuarial changes, net of tax of $14, $17 and $69, respectively
|
75
|
|
|
29
|
|
|
115
|
|
|||
Prior service costs, net of tax of $12, ($16) and ($18), respectively
|
8
|
|
|
(26
|
)
|
|
(31
|
)
|
|||
Other, net of tax of $1, $0 and $0, respectively
|
4
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income
|
87
|
|
|
3
|
|
|
84
|
|
|||
Comprehensive income
|
3,693
|
|
|
3,807
|
|
|
1,297
|
|
|||
Less comprehensive income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
75
|
|
|
65
|
|
|
41
|
|
|||
Noncontrolling interests
|
751
|
|
|
307
|
|
|
(2
|
)
|
|||
Comprehensive income attributable to MPC
|
$
|
2,867
|
|
|
$
|
3,435
|
|
|
$
|
1,258
|
|
|
December 31,
|
||||||
(In millions, except share data)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,687
|
|
|
$
|
3,011
|
|
Receivables, less allowance for doubtful accounts of $9 and $11
, respectively
|
5,853
|
|
|
4,695
|
|
||
Inventories
|
9,837
|
|
|
5,550
|
|
||
Other current assets
|
646
|
|
|
145
|
|
||
Total current assets
|
18,023
|
|
|
13,401
|
|
||
Equity method investments
|
5,898
|
|
|
4,787
|
|
||
Property, plant and equipment, net
|
45,058
|
|
|
26,443
|
|
||
Goodwill
|
20,184
|
|
|
3,586
|
|
||
Other noncurrent assets
|
3,777
|
|
|
830
|
|
||
Total assets
|
$
|
92,940
|
|
|
$
|
49,047
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,366
|
|
|
$
|
8,297
|
|
Payroll and benefits payable
|
1,152
|
|
|
591
|
|
||
Accrued taxes
|
1,446
|
|
|
670
|
|
||
Debt due within one year
|
544
|
|
|
624
|
|
||
Other current liabilities
|
708
|
|
|
296
|
|
||
Total current liabilities
|
13,216
|
|
|
10,478
|
|
||
Long-term debt
|
26,980
|
|
|
12,322
|
|
||
Deferred income taxes
|
4,864
|
|
|
2,654
|
|
||
Defined benefit postretirement plan obligations
|
1,509
|
|
|
1,099
|
|
||
Deferred credits and other liabilities
|
1,318
|
|
|
666
|
|
||
Total liabilities
|
47,887
|
|
|
27,219
|
|
||
Commitments and contingencies (see Note 25)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
1,004
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 975 million and 734 million shares (par value $0.01 per share, 2 billion shares authorize
d)
|
10
|
|
|
7
|
|
||
Held in treasury, at cost – 295 million and 248 million shar
es
|
(13,175
|
)
|
|
(9,869
|
)
|
||
Additional paid-in capital
|
33,729
|
|
|
11,262
|
|
||
Retained earnings
|
14,755
|
|
|
12,864
|
|
||
Accumulated other comprehensive loss
|
(144
|
)
|
|
(231
|
)
|
||
Total MPC stockholders’ equity
|
35,175
|
|
|
14,033
|
|
||
Noncontrolling interests
|
8,874
|
|
|
6,795
|
|
||
Total equity
|
44,049
|
|
|
20,828
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
92,940
|
|
|
$
|
49,047
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,606
|
|
|
$
|
3,804
|
|
|
$
|
1,213
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs and debt discount
|
70
|
|
|
64
|
|
|
61
|
|
|||
Impairment expense
|
—
|
|
|
—
|
|
|
130
|
|
|||
Depreciation and amortization
|
2,490
|
|
|
2,114
|
|
|
2,001
|
|
|||
Inventory market valuation adjustment
|
—
|
|
|
—
|
|
|
(370
|
)
|
|||
Pension and other postretirement benefits, net
|
90
|
|
|
47
|
|
|
9
|
|
|||
Deferred income taxes
|
47
|
|
|
(1,233
|
)
|
|
394
|
|
|||
Net gain on disposal of assets
|
(23
|
)
|
|
(10
|
)
|
|
(32
|
)
|
|||
(Income) loss from equity method investments
|
(373
|
)
|
|
(306
|
)
|
|
185
|
|
|||
Distributions from equity method investments
|
519
|
|
|
391
|
|
|
317
|
|
|||
Changes in the fair value of derivative instruments
|
(62
|
)
|
|
116
|
|
|
(41
|
)
|
|||
Changes in operating assets and liabilities, net of effects of businesses acquired:
|
|
|
|
|
|
||||||
Current receivables
|
1,589
|
|
|
(1,093
|
)
|
|
(674
|
)
|
|||
Inventories
|
931
|
|
|
106
|
|
|
(70
|
)
|
|||
Current accounts payable and accrued liabilities
|
(2,798
|
)
|
|
2,814
|
|
|
985
|
|
|||
All other, net
|
72
|
|
|
(202
|
)
|
|
(91
|
)
|
|||
Net cash provided by operating activities
|
6,158
|
|
|
6,612
|
|
|
4,017
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(3,578
|
)
|
|
(2,732
|
)
|
|
(2,892
|
)
|
|||
Acquisitions, net of cash acquired
|
(3,822
|
)
|
|
(249
|
)
|
|
—
|
|
|||
Disposal of assets
|
54
|
|
|
79
|
|
|
101
|
|
|||
Investments – acquisitions, loans and contributions
|
(409
|
)
|
|
(805
|
)
|
|
(288
|
)
|
|||
– redemptions, repayments and return of capital
|
16
|
|
|
62
|
|
|
—
|
|
|||
All other, net
|
69
|
|
|
247
|
|
|
112
|
|
|||
Net cash used in investing activities
|
(7,670
|
)
|
|
(3,398
|
)
|
|
(2,967
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper – issued
|
—
|
|
|
300
|
|
|
1,263
|
|
|||
– repayments
|
—
|
|
|
(300
|
)
|
|
(1,263
|
)
|
|||
Long-term debt – borrowings
|
13,476
|
|
|
2,911
|
|
|
864
|
|
|||
– repayments
|
(8,032
|
)
|
|
(642
|
)
|
|
(2,269
|
)
|
|||
Debt issuance costs
|
(86
|
)
|
|
(33
|
)
|
|
(11
|
)
|
|||
Issuance of common stock
|
24
|
|
|
46
|
|
|
11
|
|
|||
Common stock repurchased
|
(3,287
|
)
|
|
(2,372
|
)
|
|
(197
|
)
|
|||
Dividends paid
|
(954
|
)
|
|
(773
|
)
|
|
(719
|
)
|
|||
Issuance of MPLX LP common units
|
—
|
|
|
473
|
|
|
776
|
|
|||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
—
|
|
|
984
|
|
|||
Distributions to noncontrolling interests
|
(903
|
)
|
|
(694
|
)
|
|
(542
|
)
|
|||
Contributions from noncontrolling interests
|
12
|
|
|
129
|
|
|
6
|
|
|||
Contingent consideration payment
|
—
|
|
|
(89
|
)
|
|
(164
|
)
|
|||
All other, net
|
(28
|
)
|
|
(47
|
)
|
|
(33
|
)
|
|||
Net cash provided by (used in) financing activities
|
222
|
|
|
(1,091
|
)
|
|
(1,294
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(1,290
|
)
|
|
2,123
|
|
|
(244
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
3,015
|
|
|
892
|
|
|
1,136
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,725
|
|
|
$
|
3,015
|
|
|
$
|
892
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-controlling Interests
|
|
Total Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||
(In millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2015
|
729
|
|
|
$
|
7
|
|
|
(198
|
)
|
|
$
|
(7,275
|
)
|
|
$
|
11,071
|
|
|
$
|
9,752
|
|
|
$
|
(318
|
)
|
|
$
|
6,438
|
|
|
$
|
19,675
|
|
|
$
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
|
—
|
|
|
(2
|
)
|
|
1,172
|
|
|
41
|
|
||||||||
Dividends declared
on common stock ($1.36 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(517
|
)
|
|
(517
|
)
|
|
(25
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
(10
|
)
|
|
46
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
42
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
715
|
|
|
658
|
|
|
—
|
|
||||||||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||||
Balance as of December 31, 2016
|
731
|
|
|
$
|
7
|
|
|
(203
|
)
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
307
|
|
|
3,739
|
|
|
65
|
|
||||||||
Dividends declared on common stock ($1.52 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(629
|
)
|
|
(629
|
)
|
|
(65
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(2,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,372
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
(15
|
)
|
|
92
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
85
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
444
|
|
|
—
|
|
||||||||
Balance as of December 31, 2017
|
734
|
|
|
$
|
7
|
|
|
(248
|
)
|
|
$
|
(9,869
|
)
|
|
$
|
11,262
|
|
|
$
|
12,864
|
|
|
$
|
(231
|
)
|
|
$
|
6,795
|
|
|
$
|
20,828
|
|
|
$
|
1,000
|
|
Cumulative effect of adopting new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
2
|
|
|
68
|
|
|
—
|
|
||||||||
Net income
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,780
|
|
|
—
|
|
|
751
|
|
|
3,531
|
|
|
75
|
|
||||||||
Dividends declared on common stock ($1.84 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(955
|
)
|
|
—
|
|
|
—
|
|
|
(955
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
|
(71
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(3,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,287
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
1
|
|
|
1
|
|
|
—
|
|
|
(18
|
)
|
|
345
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
342
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|
(2,927
|
)
|
|
(570
|
)
|
|
—
|
|
||||||||
Issuance of shares for Andeavor acquisition
|
240
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
19,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,766
|
|
|
—
|
|
||||||||
Noncontrolling interest acquired from Andeavor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,059
|
|
|
5,059
|
|
|
—
|
|
||||||||
Balance as of December 31, 2018
|
975
|
|
|
$
|
10
|
|
|
(295
|
)
|
|
$
|
(13,175
|
)
|
|
$
|
33,729
|
|
|
$
|
14,755
|
|
|
$
|
(144
|
)
|
|
$
|
8,874
|
|
|
$
|
44,049
|
|
|
$
|
1,004
|
|
1
.
|
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
|
2
.
|
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
|
•
|
Refining & Marketing - The vast majority of our Refining & Marketing contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied
|
•
|
Retail - Revenue is recognized when our customers receive control of the transportation fuels or merchandise. Payments from customers are received at the time sales occur in cash or by credit or debit card at our company-owned and operated retail locations and shortly after delivery for our direct dealers. Our retail operations offer a loyalty rewards program to its customers. We defer a minor portion of revenue on sales to the loyalty program participants until the participants redeem their rewards. The related contract liability, as defined in ASC 606, is not material to our financial statements.
|
•
|
Midstream - Midstream revenue transactions typically are defined by contracts under which we sell a product or provide a service. Revenues from sales of product are recognized when control of the product transfers to the customer. Revenues from sales of services are recognized over time when the performance obligation is satisfied as services are provided in a series. We have elected to use the output measure of progress to recognize revenue based on the units delivered, processed or transported. The transaction prices in our Midstream contracts often have both fixed components, related to minimum volume commitments, and variable components, which are primarily dependent on volumes. Variable consideration will generally not be estimated at contract inception as the transaction price is specifically allocable to the services provided at each period end.
|
3
.
|
ACCOUNTING STANDARDS
|
•
|
a reduction of sales and other operating revenues of
$6.66 billion
for the year ended
December 31, 2018
due to our accounting policy election to present taxes incurred concurrently with revenue producing transactions and collected on behalf of our customers on a net basis. For the year ended
December 31, 2017
, taxes are reflected on a gross basis in sales and other operating revenues and cost of revenues, and include
$5.15 billion
of taxes that are now subject to our net basis accounting policy election.
|
•
|
an increase to both sales and other operating revenues and cost of revenues of
$502 million
for the year ended
December 31, 2018
related to certain Midstream contract provisions for third-party reimbursements, non-cash consideration and imbalances that require gross presentation under ASC 606. Comparative information continues to be reported under the accounting standards in effect for those periods.
|
ASU
|
|
|
Effective Date
|
2017-09
|
Stock Compensation - Scope of Modification Accounting
|
|
January 1, 2018
|
2017-07
|
Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Cost
|
|
January 1, 2018
|
2017-05
|
Gains and Losses from the Derecognition of Nonfinancial Assets - Clarifying the Scope of Asset Derecognition Guidance
|
|
January 1, 2018
|
2017-01
|
Business Combinations - Clarifying the Definition of a Business
|
|
January 1, 2018
|
2016-18
|
Statement of Cash Flows - Restricted Cash
|
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments
|
|
January 1, 2018
|
2016-01
|
Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities
|
|
January 1, 2018
|
4
.
|
MASTER LIMITED PARTNERSHIPS
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Increase (decrease) due to the issuance of MPLX & ANDX common units to the public
|
$
|
6
|
|
|
$
|
25
|
|
|
$
|
(60
|
)
|
Increase due to the issuance of MPLX & ANDX common units and general partner units to MPC
|
1,114
|
|
|
114
|
|
|
121
|
|
|||
Increase due to GP/IDR Exchange
|
1,808
|
|
|
—
|
|
|
—
|
|
|||
Increase in MPC's additional paid-in capital
|
2,928
|
|
|
139
|
|
|
61
|
|
|||
Tax impact
|
(571
|
)
|
|
(29
|
)
|
|
(118
|
)
|
|||
Increase (decrease) in MPC's additional paid-in capital, net of tax
|
$
|
2,357
|
|
|
$
|
110
|
|
|
$
|
(57
|
)
|
5
.
|
ACQUISITIONS
|
(In millions)
|
|
|
||
Cash and cash equivalents
|
|
$
|
382
|
|
Receivables
|
|
2,744
|
|
|
Inventories
|
|
5,204
|
|
|
Other current assets
|
|
378
|
|
|
Equity method investments
|
|
865
|
|
|
Property, plant and equipment, net
|
|
16,545
|
|
|
Other noncurrent assets
(a)
|
|
3,086
|
|
|
Total assets acquired
|
|
29,204
|
|
|
Accounts payable
|
|
4,003
|
|
|
Payroll and benefits payable
|
|
348
|
|
|
Accrued taxes
|
|
590
|
|
|
Debt due within one year
|
|
34
|
|
|
Other current liabilities
|
|
392
|
|
|
Long-term debt
|
|
8,875
|
|
|
Deferred income taxes
|
|
1,609
|
|
|
Defined benefit postretirement plan obligations
|
|
432
|
|
|
Deferred credit and other liabilities
|
|
714
|
|
|
Noncontrolling interests
|
|
5,059
|
|
|
Total liabilities and noncontrolling interest assumed
|
|
22,056
|
|
|
Net assets acquired excluding goodwill
|
|
7,148
|
|
|
Goodwill
|
|
16,314
|
|
|
Net assets acquired
|
|
$
|
23,462
|
|
(a)
|
Includes intangible assets.
|
(In millions, except per share data)
|
|
2018
|
|
2017
|
||||
Sales and other operating revenues
(a)
|
|
$
|
131,695
|
|
|
$
|
117,549
|
|
Net income attributable to MPC
|
|
4,371
|
|
|
4,832
|
|
||
Net income attributable to MPC per share – basic
|
|
$
|
8.44
|
|
|
$
|
6.47
|
|
Net income attributable to MPC per share – diluted
|
|
8.31
|
|
|
6.41
|
|
(a)
|
The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.
|
6
.
|
VARIABLE INTEREST ENTITIES
|
|
December 31,
2018 |
|
December 31,
2017 |
||||||||
(In millions)
|
MPLX
|
|
ANDX
(a)
|
|
MPLX
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
68
|
|
|
$
|
10
|
|
|
$
|
5
|
|
Receivables, less allowance for doubtful accounts
|
425
|
|
|
199
|
|
|
299
|
|
|||
Inventories
|
77
|
|
|
22
|
|
|
65
|
|
|||
Other current assets
|
45
|
|
|
57
|
|
|
29
|
|
|||
Equity method investments
|
4,174
|
|
|
602
|
|
|
4,010
|
|
|||
Property, plant and equipment, net
|
14,639
|
|
|
6,845
|
|
|
12,187
|
|
|||
Goodwill
|
2,586
|
|
|
1,051
|
|
|
2,245
|
|
|||
Other noncurrent assets
|
458
|
|
|
1,242
|
|
|
479
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
776
|
|
|
$
|
215
|
|
|
$
|
621
|
|
Payroll and benefits payable
|
2
|
|
|
10
|
|
|
1
|
|
|||
Accrued taxes
|
48
|
|
|
23
|
|
|
38
|
|
|||
Debt due within one year
|
1
|
|
|
504
|
|
|
1
|
|
|||
Other current liabilities
|
177
|
|
|
77
|
|
|
130
|
|
|||
Long-term debt
|
13,392
|
|
|
4,469
|
|
|
6,945
|
|
|||
Deferred income taxes
|
13
|
|
|
1
|
|
|
5
|
|
|||
Defined benefit postretirement plan obligations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred credits and other liabilities
|
276
|
|
|
68
|
|
|
230
|
|
(a)
|
The balances reflected here are ANDX’s historical balances as the preliminary purchase accounting adjustments related to ANDX’s assets and liabilities in connection with the Andeavor acquisition and reflected on our consolidated balance sheet as of December 31, 2018 have not yet been pushed down to this subsidiary.
|
7
.
|
RELATED PARTY TRANSACTIONS
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Sales to related parties
(a)
|
$
|
754
|
|
|
$
|
629
|
|
|
$
|
62
|
|
Purchases from related parties
(b)
|
610
|
|
|
570
|
|
|
509
|
|
(a)
|
Sales to related parties consists primarily of sales of refined products to PFJ Southeast, an equity affiliate which owns and operates travel plazas primarily in the Southeast region of the United States.
|
(b)
|
We obtain transportation services and purchase ethanol from certain of our equity affiliates, none of which is individually material.
|
8
.
|
INCOME PER COMMON SHARE
|
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
2,780
|
|
|
$
|
3,432
|
|
|
$
|
1,174
|
|
Income allocated to participating securities
|
1
|
|
|
2
|
|
|
1
|
|
|||
Income available to common stockholders – basic
|
$
|
2,779
|
|
|
$
|
3,430
|
|
|
$
|
1,173
|
|
Weighted average common shares outstanding
|
518
|
|
|
507
|
|
|
528
|
|
|||
Basic earnings per share
|
$
|
5.36
|
|
|
$
|
6.76
|
|
|
$
|
2.22
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
2,780
|
|
|
$
|
3,432
|
|
|
$
|
1,174
|
|
Income allocated to participating securities
|
1
|
|
|
2
|
|
|
1
|
|
|||
Income available to common stockholders – diluted
|
$
|
2,779
|
|
|
$
|
3,430
|
|
|
$
|
1,173
|
|
Weighted average common shares outstanding
|
518
|
|
|
507
|
|
|
528
|
|
|||
Effect of dilutive securities
|
8
|
|
|
5
|
|
|
2
|
|
|||
Weighted average common shares, including dilutive effect
|
526
|
|
|
512
|
|
|
530
|
|
|||
Diluted earnings per share
|
$
|
5.28
|
|
|
$
|
6.70
|
|
|
$
|
2.21
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
|||
Shares issuable under stock-based compensation plans
|
—
|
|
|
1
|
|
|
3
|
|
9
.
|
EQUITY
|
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
47
|
|
|
44
|
|
|
4
|
|
|||
Cash paid for shares repurchased
|
$
|
3,287
|
|
|
$
|
2,372
|
|
|
$
|
197
|
|
Average cost per share
|
$
|
69.46
|
|
|
$
|
53.85
|
|
|
$
|
41.84
|
|
10
.
|
SEGMENT INFORMATION
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
16
refineries
in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon
®
branded outlets.
|
•
|
Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.
|
•
|
Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
68,939
|
|
|
$
|
23,538
|
|
|
$
|
3,273
|
|
|
$
|
95,750
|
|
Intersegment
|
12,914
|
|
|
6
|
|
|
3,387
|
|
|
16,307
|
|
||||
Related party
|
746
|
|
|
8
|
|
|
—
|
|
|
754
|
|
||||
Segment revenues
|
$
|
82,599
|
|
|
$
|
23,552
|
|
|
$
|
6,660
|
|
|
$
|
112,811
|
|
Segment income from operations
|
$
|
2,481
|
|
|
$
|
1,028
|
|
|
$
|
2,752
|
|
|
$
|
6,261
|
|
Income from equity method investments
(b)
|
15
|
|
|
74
|
|
|
274
|
|
|
363
|
|
||||
Depreciation and amortization
(b)
|
1,174
|
|
|
353
|
|
|
885
|
|
|
2,412
|
|
||||
Capital expenditures and investments
(c)
|
1,057
|
|
|
460
|
|
|
2,630
|
|
|
4,147
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
52,761
|
|
|
$
|
19,021
|
|
|
$
|
2,322
|
|
|
$
|
74,104
|
|
Intersegment
(a)
|
11,309
|
|
|
4
|
|
|
1,443
|
|
|
12,756
|
|
||||
Related party
|
621
|
|
|
8
|
|
|
—
|
|
|
629
|
|
||||
Segment revenues
|
$
|
64,691
|
|
|
$
|
19,033
|
|
|
$
|
3,765
|
|
|
$
|
87,489
|
|
Segment income from operations
|
$
|
2,321
|
|
|
$
|
729
|
|
|
$
|
1,339
|
|
|
$
|
4,389
|
|
Income from equity method investments
(b)
|
17
|
|
|
69
|
|
|
197
|
|
|
283
|
|
||||
Depreciation and amortization
(b)
|
1,082
|
|
|
275
|
|
|
699
|
|
|
2,056
|
|
||||
Capital expenditures and investments
(c)
|
832
|
|
|
381
|
|
|
1,755
|
|
|
2,968
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
43,167
|
|
|
$
|
18,282
|
|
|
$
|
1,828
|
|
|
$
|
63,277
|
|
Intersegment
(a)
|
10,589
|
|
|
3
|
|
|
1,262
|
|
|
11,854
|
|
||||
Related party
|
61
|
|
|
1
|
|
|
—
|
|
|
62
|
|
||||
Segment revenues
|
$
|
53,817
|
|
|
$
|
18,286
|
|
|
$
|
3,090
|
|
|
$
|
75,193
|
|
Segment income from operations
(d)
|
$
|
1,357
|
|
|
$
|
733
|
|
|
$
|
1,048
|
|
|
$
|
3,138
|
|
Income from equity method investments
(b)
|
24
|
|
|
5
|
|
|
142
|
|
|
171
|
|
||||
Depreciation and amortization
(b)
|
1,063
|
|
|
273
|
|
|
605
|
|
|
1,941
|
|
||||
Capital expenditures and investments
(c)
|
1,054
|
|
|
303
|
|
|
1,558
|
|
|
2,915
|
|
(a)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(b)
|
Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.
|
(c)
|
Capital expenditures include changes in capital accruals and investments in affiliates.
|
(e)
|
In 2016, the Refining & Marketing and
Retail
segments include an inventory LCM benefit of
$345 million
and
$25 million
, respectively.
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Segment income from operations
|
$
|
6,261
|
|
|
$
|
4,389
|
|
|
$
|
3,138
|
|
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
(a)
|
(502
|
)
|
|
(365
|
)
|
|
(266
|
)
|
|||
Transaction-related costs
|
(197
|
)
|
|
—
|
|
|
—
|
|
|||
Litigation
|
—
|
|
|
(29
|
)
|
|
—
|
|
|||
Impairments
(b)
|
9
|
|
|
23
|
|
|
(486
|
)
|
|||
Income from operations
|
5,571
|
|
|
4,018
|
|
|
2,386
|
|
|||
Net interest and other financial costs
|
1,003
|
|
|
674
|
|
|
564
|
|
|||
Income before income taxes
|
$
|
4,568
|
|
|
$
|
3,344
|
|
|
$
|
1,822
|
|
(a)
|
Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX and ANDX, which are included in the
Midstream
segment. Corporate overhead expenses are not allocated to the Refining & Marketing and
Retail
segments.
|
(b)
|
2018 and 2017 includes MPC’s share of gains from the the sale of assets remaining from the canceled Sandpiper pipeline project. 2016 includes impairments of goodwill and equity method investments. See Note
17
.
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Segment capital expenditures and investments
|
$
|
4,147
|
|
|
$
|
2,968
|
|
|
$
|
2,915
|
|
Less investments in equity method investees
|
409
|
|
|
305
|
|
|
288
|
|
|||
Plus items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate
|
77
|
|
|
83
|
|
|
81
|
|
|||
Capitalized interest
|
80
|
|
|
55
|
|
|
63
|
|
|||
Total capital expenditures
(a)
|
$
|
3,895
|
|
|
$
|
2,801
|
|
|
$
|
2,771
|
|
(a)
|
Capital expenditures include changes in capital accruals. See Note
20
for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Refined products
|
$
|
83,888
|
|
|
$
|
63,846
|
|
|
$
|
54,450
|
|
Merchandise
|
5,332
|
|
|
5,174
|
|
|
5,297
|
|
|||
Crude oil and refinery feedstocks
|
4,143
|
|
|
3,403
|
|
|
2,038
|
|
|||
Midstream services, transportation and other
|
2,387
|
|
|
1,681
|
|
|
1,492
|
|
|||
Sales and other operating revenues
(a)
|
$
|
95,750
|
|
|
$
|
74,104
|
|
|
$
|
63,277
|
|
(a)
|
The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.
|
11
.
|
NET INTEREST AND OTHER FINANCIAL COSTS
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
$
|
(87
|
)
|
|
$
|
(27
|
)
|
|
$
|
(6
|
)
|
Interest expense
|
1,026
|
|
|
688
|
|
|
602
|
|
|||
Interest capitalized
|
(80
|
)
|
|
(63
|
)
|
|
(64
|
)
|
|||
Pension and other postretirement non-service costs
(a)
|
53
|
|
|
49
|
|
|
8
|
|
|||
Loss on extinguishment of debt
|
64
|
|
|
—
|
|
|
—
|
|
|||
Other financial costs
|
27
|
|
|
27
|
|
|
24
|
|
|||
Net interest and other financial costs
|
$
|
1,003
|
|
|
$
|
674
|
|
|
$
|
564
|
|
(a)
|
See Note
22
.
|
12
.
|
INCOME TAXES
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
715
|
|
|
$
|
2
|
|
|
$
|
717
|
|
|
$
|
681
|
|
|
$
|
(1,270
|
)
|
|
$
|
(589
|
)
|
|
$
|
189
|
|
|
$
|
336
|
|
|
$
|
525
|
|
State and local
|
178
|
|
|
61
|
|
|
239
|
|
|
98
|
|
|
33
|
|
|
131
|
|
|
27
|
|
|
57
|
|
|
84
|
|
|||||||||
Foreign
|
22
|
|
|
(16
|
)
|
|
6
|
|
|
(6
|
)
|
|
4
|
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||||||||
Total
|
$
|
915
|
|
|
$
|
47
|
|
|
$
|
962
|
|
|
$
|
773
|
|
|
$
|
(1,233
|
)
|
|
$
|
(460
|
)
|
|
$
|
215
|
|
|
$
|
394
|
|
|
$
|
609
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory rate applied to income before income taxes
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal income tax effects
|
4
|
|
|
2
|
|
|
3
|
|
Domestic manufacturing deduction
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Noncontrolling interests
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
Biodiesel excise tax credit
|
—
|
|
|
—
|
|
|
(1
|
)
|
TCJA legislation
|
—
|
|
|
(45
|
)
|
|
—
|
|
Other
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Provision for income taxes
|
21
|
%
|
|
(14
|
)%
|
|
33
|
%
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
660
|
|
|
$
|
348
|
|
Environmental remediation
|
111
|
|
|
16
|
|
||
Debt financing
|
39
|
|
|
—
|
|
||
Net operating loss carryforwards
|
17
|
|
|
12
|
|
||
Foreign currency
|
28
|
|
|
13
|
|
||
Tax credit carryforwards
|
21
|
|
|
—
|
|
||
Other
|
88
|
|
|
31
|
|
||
Total deferred tax assets
|
964
|
|
|
420
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
2,830
|
|
|
1,603
|
|
||
Inventories
|
678
|
|
|
473
|
|
||
Investments in subsidiaries and affiliates
|
2,130
|
|
|
912
|
|
||
Intangibles
|
97
|
|
|
70
|
|
||
Other
|
64
|
|
|
3
|
|
||
Total deferred tax liabilities
|
5,799
|
|
|
3,061
|
|
||
Net deferred tax liabilities
|
$
|
4,835
|
|
|
$
|
2,641
|
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Assets:
|
|
|
|
||||
Other noncurrent assets
|
$
|
29
|
|
|
$
|
13
|
|
Liabilities:
|
|
|
|
||||
Deferred income taxes
|
4,864
|
|
|
2,654
|
|
||
Net deferred tax liabilities
|
$
|
4,835
|
|
|
$
|
2,641
|
|
United States Federal
|
2009
|
-
|
2017
|
States
|
2006
|
-
|
2017
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
January 1 balance
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
12
|
|
Additions for tax positions of prior years
|
—
|
|
|
13
|
|
|
6
|
|
|||
Reductions for tax positions of prior years
|
(5
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Settlements
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Statute of limitations
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Acquired from Andeavor
|
209
|
|
|
—
|
|
|
—
|
|
|||
December 31 balance
|
$
|
211
|
|
|
$
|
19
|
|
|
$
|
7
|
|
13
.
|
INVENTORIES
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Crude oil and refinery feedstocks
|
$
|
3,655
|
|
|
$
|
2,056
|
|
Refined products
|
5,234
|
|
|
2,839
|
|
||
Materials and supplies
|
720
|
|
|
494
|
|
||
Merchandise
|
228
|
|
|
161
|
|
||
Total
|
$
|
9,837
|
|
|
$
|
5,550
|
|
14
.
|
EQUITY METHOD INVESTMENTS
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
December 31,
|
|
December 31,
|
||||||
(Dollars in millions)
|
2018
|
|
2018
|
|
2017
|
||||
R&M
|
|
|
|
|
|
||||
Watson Cogeneration Company
|
51%
|
|
$
|
84
|
|
|
$
|
—
|
|
Other
|
|
|
121
|
|
|
104
|
|
||
R&M Total
|
|
|
$
|
205
|
|
|
$
|
104
|
|
|
|
|
|
|
|
||||
Retail
|
|
|
|
|
|
||||
PFJ Southeast LLC
|
29%
|
|
$
|
341
|
|
|
$
|
328
|
|
Retail Total
|
|
|
$
|
341
|
|
|
$
|
328
|
|
|
|
|
|
|
|
||||
Midstream
|
|
|
|
|
|
||||
Andeavor Logistics Rio Pipeline LLC
|
67%
|
|
$
|
181
|
|
|
$
|
—
|
|
Centrahoma Processing LLC
|
40%
|
|
160
|
|
|
121
|
|
||
Crowley Coastal Partners, LLC
|
50%
|
|
190
|
|
|
188
|
|
||
Illinois Extension Pipeline Company, L.L.C
|
35%
|
|
275
|
|
|
284
|
|
||
LOOP LLC
|
51%
|
|
282
|
|
|
282
|
|
||
MarEn Bakken Company LLC
|
25%
|
|
498
|
|
|
520
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
236
|
|
|
164
|
|
||
MarkWest Utica EMG
|
56%
|
|
2,039
|
|
|
2,139
|
|
||
Minnesota Pipe Line Company, LLC
|
17%
|
|
197
|
|
|
—
|
|
||
Rendezvous Gas Services, L.L.C.
|
78%
|
|
248
|
|
|
—
|
|
||
Sherwood Midstream Holdings LLC
(a)
|
60%
|
|
157
|
|
|
165
|
|
||
Sherwood Midstream LLC
|
50%
|
|
366
|
|
|
236
|
|
||
Other
|
|
|
523
|
|
|
256
|
|
||
Midstream Total
|
|
|
$
|
5,352
|
|
|
$
|
4,355
|
|
|
|
|
|
|
|
||||
Total
|
|
|
$
|
5,898
|
|
|
$
|
4,787
|
|
(a)
|
Excludes Sherwood Midstream LLC’s investment in Sherwood Midstream Holdings LLC.
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income statement data:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
7,726
|
|
|
$
|
6,235
|
|
|
$
|
2,421
|
|
Income (loss) from operations
|
1,375
|
|
|
1,075
|
|
|
(116
|
)
|
|||
Net income (loss)
|
1,242
|
|
|
922
|
|
|
(250
|
)
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
1,443
|
|
|
$
|
860
|
|
|
|
||
Noncurrent assets
|
12,408
|
|
|
10,854
|
|
|
|
||||
Current liabilities
|
1,857
|
|
|
547
|
|
|
|
||||
Noncurrent liabilities
|
1,788
|
|
|
1,714
|
|
|
|
15
.
|
PROPERTY, PLANT AND EQUIPMENT
|
(In millions)
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
2018
|
|
2017
|
|||||||
Refining & Marketing
|
4 - 30 years
|
|
$
|
27,590
|
|
|
$
|
19,490
|
|
Retail
|
4 - 25 years
|
|
6,637
|
|
|
5,358
|
|
||
Midstream
|
3 - 51 years
|
|
25,692
|
|
|
14,898
|
|
||
Corporate and Other
|
4 - 40 years
|
|
1,294
|
|
|
792
|
|
||
Total
|
|
|
61,213
|
|
|
40,538
|
|
||
Less accumulated depreciation
|
|
|
16,155
|
|
|
14,095
|
|
||
Property, plant and equipment, net
|
|
|
$
|
45,058
|
|
|
$
|
26,443
|
|
16
.
|
GOODWILL AND INTANGIBLES
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Balance at January 1, 2017
|
$
|
519
|
|
|
$
|
792
|
|
|
$
|
2,276
|
|
|
$
|
3,587
|
|
Disposition
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Balance at December 31, 2017
|
$
|
519
|
|
|
$
|
791
|
|
|
$
|
2,276
|
|
|
$
|
3,586
|
|
Acquisitions
|
4,717
|
|
|
4,050
|
|
|
7,831
|
|
|
16,598
|
|
||||
Transfer of assets related to dropdowns
|
(216
|
)
|
|
—
|
|
|
216
|
|
|
—
|
|
||||
Balance at December 31, 2018
|
$
|
5,020
|
|
|
$
|
4,841
|
|
|
$
|
10,323
|
|
|
$
|
20,184
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer contracts and relationships
|
$
|
3,184
|
|
|
$
|
261
|
|
|
$
|
2,923
|
|
|
$
|
654
|
|
|
$
|
139
|
|
|
$
|
515
|
|
Brand rights and tradenames
|
208
|
|
|
33
|
|
|
175
|
|
|
25
|
|
|
24
|
|
|
1
|
|
||||||
Royalty agreements
|
129
|
|
|
70
|
|
|
59
|
|
|
129
|
|
|
63
|
|
|
66
|
|
||||||
Other
|
190
|
|
|
33
|
|
|
157
|
|
|
84
|
|
|
35
|
|
|
49
|
|
||||||
Total
|
$
|
3,711
|
|
|
$
|
397
|
|
|
$
|
3,314
|
|
|
$
|
892
|
|
|
$
|
261
|
|
|
$
|
631
|
|
17
.
|
FAIR VALUE MEASUREMENTS
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
370
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
(323
|
)
|
|
$
|
78
|
|
|
$
|
2
|
|
Total assets at fair value
|
$
|
370
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
(323
|
)
|
|
$
|
78
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
255
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
(284
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
255
|
|
|
$
|
37
|
|
|
$
|
61
|
|
|
$
|
(284
|
)
|
|
$
|
69
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
9
|
|
|
$
|
8
|
|
Other assets
|
3
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
12
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(126
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
(126
|
)
|
|
$
|
66
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
December 31, 2018
, cash collateral of
$52 million
was netted with mark-to-market derivative assets and
$13 million
was netted with mark-to-market liabilities. As of
December 31, 2017
, cash collateral of
$8 million
was netted with mark-to-market derivative liabilities.
|
(b)
|
We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.
|
(In millions)
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
66
|
|
|
$
|
190
|
|
Contingent consideration payment
|
—
|
|
|
(131
|
)
|
||
Unrealized and realized losses included in net income
|
3
|
|
|
25
|
|
||
Settlements of derivative instruments
|
(8
|
)
|
|
(18
|
)
|
||
Ending balance
|
$
|
61
|
|
|
$
|
66
|
|
|
|
|
|
||||
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets still held at the end of period:
|
|
|
|
||||
Derivative instruments
|
$
|
8
|
|
|
$
|
8
|
|
Contingent consideration agreement
|
—
|
|
|
1
|
|
||
Total
|
$
|
8
|
|
|
$
|
9
|
|
18
.
|
DERIVATIVES
|
(In millions)
|
December 31, 2018
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
400
|
|
|
$
|
283
|
|
Other current liabilities
(a)
|
1
|
|
|
16
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
54
|
|
(In millions)
|
December 31, 2017
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
127
|
|
|
$
|
126
|
|
Other current liabilities
(a)
|
—
|
|
|
14
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
52
|
|
(a)
|
Includes embedded derivatives.
|
|
Percentage of contracts that expire next quarter
|
|
Position
|
||||
(Units in thousands of barrels)
|
|
Long
|
|
Short
|
|||
Exchange-traded
(a)
|
|
|
|
|
|
||
Crude oil
|
71.5%
|
|
40,257
|
|
|
44,709
|
|
Refined products
|
75.9%
|
|
10,210
|
|
|
11,149
|
|
Blending products
|
70.3%
|
|
5,194
|
|
|
7,356
|
|
OTC
|
|
|
|
|
|
||
Crude oil
|
—%
|
|
880
|
|
|
—
|
|
Blending products
|
24.1%
|
|
2,480
|
|
|
2,480
|
|
(a)
|
Included in exchange-traded are spread contracts in thousands of barrels: Crude oil -
7,470
long and
6,800
short; Refined products -
450
long and
450
short; Blending products -
2,678
long and
2,767
short
|
19
.
|
DEBT
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
364-day bank revolving credit facility due September 2019
|
—
|
|
|
—
|
|
||
Trade receivables securitization facility due July 2019
|
—
|
|
|
—
|
|
||
Bank revolving credit facility due October 2023
|
—
|
|
|
—
|
|
||
Senior notes, 2.700% due December 2018
|
—
|
|
|
600
|
|
||
Senior notes, 3.400% due December 2020
|
650
|
|
|
650
|
|
||
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 5.375% due October 2022
|
337
|
|
|
—
|
|
||
Senior notes, 4.750% due December 2023
|
614
|
|
|
—
|
|
||
Senior notes, 5.125% due April 2024
|
241
|
|
|
—
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 5.125% due December 2026
|
719
|
|
|
—
|
|
||
Senior notes, 3.800% due April 2028
|
496
|
|
|
—
|
|
||
Senior notes, 6.500% due March 2041
|
1,250
|
|
|
1,250
|
|
||
Senior notes, 4.750% due September 2044
|
800
|
|
|
800
|
|
||
Senior notes, 5.850% due December 2045
|
250
|
|
|
250
|
|
||
Senior notes, 4.500% due April 2048
|
498
|
|
|
—
|
|
||
Andeavor senior notes, 3.800% - 5.375% due 2022 - 2048
|
469
|
|
|
—
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
Capital lease obligations due 2019-2033
|
629
|
|
|
356
|
|
20
.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
887
|
|
|
$
|
525
|
|
|
$
|
478
|
|
Net income taxes paid to taxing authorities
|
424
|
|
|
904
|
|
|
140
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital leases
|
$
|
172
|
|
|
$
|
71
|
|
|
$
|
—
|
|
Contribution of assets to joint venture
(a)
|
—
|
|
|
337
|
|
|
273
|
|
|||
Intangible asset acquired
|
—
|
|
|
45
|
|
|
—
|
|
|||
Acquisition:
|
|
|
|
|
|
||||||
Fair value of MPC shares issued
|
19,766
|
|
|
—
|
|
|
—
|
|
|||
Fair value of converted equity awards
|
203
|
|
|
—
|
|
|
—
|
|
(a)
|
2017 includes MPLX’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings.
2016 includes
Speedway’s contribution of travel plaza locations to new joint venture with Pilot Flying J. See Note
5
.
|
(In millions)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
1,687
|
|
|
$
|
3,011
|
|
Restricted cash
(a)
|
38
|
|
|
4
|
|
||
Cash, cash equivalents and restricted cash
(b)
|
$
|
1,725
|
|
|
$
|
3,015
|
|
(a)
|
The restricted cash balance is included within other current assets on the consolidated balance sheets.
|
(b)
|
As a result of the adoption of ASU 2016-18, the consolidated statements of cash flows now explain the change during the period of both cash and cash equivalents and restricted cash.
|
(a)
|
Included in All other, net – Operating activities on the consolidated statements of cash flows.
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
$
|
(233
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(234
|
)
|
Other comprehensive income (loss) before reclassifications
|
12
|
|
|
(38
|
)
|
|
—
|
|
|
3
|
|
|
(23
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(39
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||
– actuarial loss
(a)
|
36
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
– settlement loss
(a)
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Tax effect
|
(18
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Other comprehensive inco
me (loss)
|
43
|
|
|
(41
|
)
|
|
—
|
|
|
1
|
|
|
3
|
|
|||||
Balance as of December 31, 2017
|
$
|
(190
|
)
|
|
$
|
(48
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(231
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
(190
|
)
|
|
$
|
(48
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(231
|
)
|
Other comprehensive income (loss) before reclassifications
|
14
|
|
|
27
|
|
|
(1
|
)
|
|
9
|
|
|
49
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(33
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
– actuarial loss
(a)
|
31
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
– settlement loss
(a)
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||||
Tax effect
|
(7
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|||||
Other comprehensive income (loss)
|
58
|
|
|
25
|
|
|
(2
|
)
|
|
6
|
|
|
87
|
|
|||||
Balance as of December 31, 2018
|
$
|
(132
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
(144
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
22
.
|
22
.
|
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS
|
|
December 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Projected benefit obligations
|
$
|
2,779
|
|
|
$
|
2,164
|
|
Accumulated benefit obligations
|
2,632
|
|
|
2,008
|
|
||
Fair value of plan assets
|
2,089
|
|
|
1,840
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
$
|
2,164
|
|
|
$
|
2,024
|
|
|
$
|
826
|
|
|
$
|
740
|
|
Service cost
|
159
|
|
|
132
|
|
|
30
|
|
|
25
|
|
||||
Interest cost
|
83
|
|
|
75
|
|
|
30
|
|
|
30
|
|
||||
Actuarial (gain) loss
|
(159
|
)
|
|
150
|
|
|
(71
|
)
|
|
61
|
|
||||
Benefits paid
|
(273
|
)
|
|
(217
|
)
|
|
(36
|
)
|
|
(30
|
)
|
||||
Plan amendments
|
(90
|
)
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Acquisitions
|
895
|
|
|
—
|
|
|
71
|
|
|
—
|
|
||||
Benefit obligations at December 31
|
2,779
|
|
|
2,164
|
|
|
884
|
|
|
826
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
1,840
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
(115
|
)
|
|
270
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
115
|
|
|
128
|
|
|
36
|
|
|
30
|
|
||||
Benefits paid from plan assets
|
(273
|
)
|
|
(217
|
)
|
|
(36
|
)
|
|
(30
|
)
|
||||
Acquisitions
|
522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
2,089
|
|
|
1,840
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans at December 31
|
$
|
(690
|
)
|
|
$
|
(324
|
)
|
|
$
|
(884
|
)
|
|
$
|
(826
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(21
|
)
|
|
$
|
(18
|
)
|
|
$
|
(44
|
)
|
|
$
|
(33
|
)
|
Noncurrent liabilities
|
(669
|
)
|
|
(306
|
)
|
|
(840
|
)
|
|
(793
|
)
|
||||
Accrued benefit cost
|
$
|
(690
|
)
|
|
$
|
(324
|
)
|
|
$
|
(884
|
)
|
|
$
|
(826
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
(a)
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
517
|
|
|
$
|
537
|
|
|
$
|
9
|
|
|
$
|
80
|
|
Prior service cost (credit)
|
(295
|
)
|
|
(238
|
)
|
|
35
|
|
|
(3
|
)
|
(a)
|
Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses of
$18 million
and less than
$1 million
were recorded in accumulated other comprehensive loss in
2018
, reflecting our ownership share.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
159
|
|
|
$
|
132
|
|
|
$
|
114
|
|
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
32
|
|
Interest cost
|
83
|
|
|
75
|
|
|
73
|
|
|
30
|
|
|
30
|
|
|
35
|
|
||||||
Expected return on plan assets
|
(109
|
)
|
|
(100
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization – prior service credit
|
(33
|
)
|
|
(39
|
)
|
|
(46
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
– actuarial (gain) loss
|
31
|
|
|
36
|
|
|
38
|
|
|
(1
|
)
|
|
(2
|
)
|
|
2
|
|
||||||
– settlement loss
|
53
|
|
|
52
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
(a)
|
$
|
184
|
|
|
$
|
156
|
|
|
$
|
88
|
|
|
$
|
56
|
|
|
$
|
50
|
|
|
$
|
66
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) loss
|
$
|
64
|
|
|
$
|
(20
|
)
|
|
$
|
(33
|
)
|
|
$
|
(71
|
)
|
|
$
|
61
|
|
|
$
|
(101
|
)
|
Prior service cost (credit)
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial gain (loss)
|
(84
|
)
|
|
(88
|
)
|
|
(45
|
)
|
|
1
|
|
|
2
|
|
|
(2
|
)
|
||||||
Amortization of prior service credit
|
33
|
|
|
39
|
|
|
46
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
(77
|
)
|
|
$
|
(69
|
)
|
|
$
|
(32
|
)
|
|
$
|
(33
|
)
|
|
$
|
66
|
|
|
$
|
(100
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
107
|
|
|
$
|
87
|
|
|
$
|
56
|
|
|
$
|
23
|
|
|
$
|
116
|
|
|
$
|
(34
|
)
|
(a)
|
Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.21
|
%
|
|
3.55
|
%
|
|
3.90
|
%
|
|
4.26
|
%
|
|
3.70
|
%
|
|
4.25
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.88
|
%
|
|
3.85
|
%
|
|
3.80
|
%
|
|
3.72
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
Expected long-term return on plan assets
|
6.15
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
4.80
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical: Pre-65
|
6.80
|
%
|
|
6.75
|
%
|
|
7.00
|
%
|
Prescription drugs
|
9.50
|
%
|
|
8.75
|
%
|
|
9.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
|
|
|
|
|
|
|||
Medical: Pre-65
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Prescription drugs
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical: Pre-65
|
2027
|
|
|
2026
|
|
|
2026
|
|
Prescription drugs
|
2027
|
|
|
2026
|
|
|
2026
|
|
|
1-Percentage-
|
|
1-Percentage-
|
||||
(In millions)
|
Point Increase
|
|
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
5
|
|
|
$
|
(4
|
)
|
Effect on other postretirement benefit obligations
|
34
|
|
|
(30
|
)
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
89
|
|
|
86
|
|
|
—
|
|
|
175
|
|
||||
Mutual funds
|
159
|
|
|
—
|
|
|
—
|
|
|
159
|
|
||||
Pooled funds
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
176
|
|
|
684
|
|
|
—
|
|
|
860
|
|
||||
Government
|
98
|
|
|
141
|
|
|
—
|
|
|
239
|
|
||||
Pooled funds
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||
Other
|
45
|
|
|
—
|
|
|
18
|
|
|
63
|
|
||||
Total investments, at fair value
|
$
|
567
|
|
|
$
|
1,434
|
|
|
$
|
88
|
|
|
$
|
2,089
|
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||
Mutual funds
|
227
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Pooled funds
|
—
|
|
|
507
|
|
|
—
|
|
|
507
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
—
|
|
|
673
|
|
|
1
|
|
|
674
|
|
||||
Government
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
||||
Pooled funds
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
||||
Other
|
2
|
|
|
2
|
|
|
19
|
|
|
23
|
|
||||
Total investments, at fair value
|
$
|
265
|
|
|
$
|
1,470
|
|
|
$
|
105
|
|
|
$
|
1,840
|
|
|
2018
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
20
|
|
|
$
|
105
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
9
|
|
|
2
|
|
|
—
|
|
|
11
|
|
||||
Unrealized
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
||||
Purchases
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Sales
|
(22
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(31
|
)
|
||||
Ending balance
|
$
|
41
|
|
|
$
|
29
|
|
|
$
|
18
|
|
|
$
|
88
|
|
|
2017
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
60
|
|
|
$
|
39
|
|
|
$
|
19
|
|
|
$
|
118
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
11
|
|
|
3
|
|
|
—
|
|
|
14
|
|
||||
Unrealized
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Purchases
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
||||
Sales
|
(21
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(31
|
)
|
||||
Ending balance
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
20
|
|
|
$
|
105
|
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
||||
2019
|
$
|
238
|
|
|
$
|
44
|
|
2020
|
254
|
|
|
46
|
|
||
2021
|
219
|
|
|
48
|
|
||
2022
|
218
|
|
|
50
|
|
||
2023
|
213
|
|
|
51
|
|
||
2024 through 2028
|
1,048
|
|
|
271
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we choose to stop participating in the multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
Pension Protection
Act Zone Status
|
|
FIP/RP Status
Pending/Implemented
|
|
MPC Contributions
( In millions ) |
|
Surcharge
Imposed |
|
Expiration Date of
Collective – Bargaining
Agreement |
||||||||||||
Pension Fund
|
|
EIN
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
|||||||||
Central States, Southeast and Southwest Areas Pension Plan
(a)
|
|
366044243
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
No
|
|
January 31, 2024
|
(a)
|
This agreement has a minimum contribution requirement of
$328
per week per employee for
2019
. A total of
258
employees participated in the plan as of
December 31, 2018
.
|
23
.
|
STOCK-BASED COMPENSATION PLANS
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation expense
|
$
|
133
|
|
|
$
|
51
|
|
|
$
|
45
|
|
Tax benefit recognized on stock-based compensation expense
|
32
|
|
|
19
|
|
|
17
|
|
|||
Cash received by MPC upon exercise of stock option awards
|
24
|
|
|
46
|
|
|
10
|
|
|||
Tax benefit received for tax deductions for stock awards exercised
|
14
|
|
|
25
|
|
|
4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average exercise price per share
|
$
|
67.71
|
|
|
$
|
50.57
|
|
|
$
|
35.27
|
|
Expected life in years
|
6.2
|
|
|
6.3
|
|
|
6.2
|
|
|||
Expected volatility
|
34
|
%
|
|
35
|
%
|
|
38
|
%
|
|||
Expected dividend yield
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|||
Risk-free interest rate
|
2.7
|
%
|
|
2.1
|
%
|
|
1.4
|
%
|
|||
Weighted average grant date fair value of stock option awards granted
|
$
|
17.21
|
|
|
$
|
13.42
|
|
|
$
|
9.84
|
|
|
Number of
of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Terms (in years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding at December 31, 2017
|
8,465,398
|
|
|
$
|
33.74
|
|
|
|
|
|
||
Granted
|
903,797
|
|
|
67.71
|
|
|
|
|
|
|||
Converted in acquisition
|
302,403
|
|
|
7.00
|
|
|
|
|
|
|||
Exercised
|
(916,566
|
)
|
|
26.24
|
|
|
|
|
|
|||
Forfeited or expired
|
(30,437
|
)
|
|
48.96
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
8,724,595
|
|
|
37.07
|
|
|
|
|
|
|||
Vested and expected to vest at December 31, 2018
|
8,707,148
|
|
|
37.01
|
|
|
5.1
|
|
$
|
199
|
|
|
Exercisable at December 31, 2018
|
6,586,859
|
|
|
31.42
|
|
|
4.0
|
|
182
|
|
|
Shares of Restricted Stock (“RS”)
|
|
Restricted Stock Units (“RSU”)
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2017
|
1,188,662
|
|
|
$
|
45.07
|
|
|
285,164
|
|
|
$
|
29.95
|
|
Granted
|
470,951
|
|
|
71.19
|
|
|
24,430
|
|
|
72.43
|
|
||
Converted in acquisition
|
16,972
|
|
|
82.43
|
|
|
4,452,751
|
|
|
82.43
|
|
||
RS Vested/RSUs Issued
|
(624,934
|
)
|
|
45.98
|
|
|
(526,254
|
)
|
|
65.34
|
|
||
Forfeited
|
(60,951
|
)
|
|
50.27
|
|
|
(9,235
|
)
|
|
82.43
|
|
||
Outstanding at December 31, 2018
|
990,700
|
|
|
57.23
|
|
|
4,226,856
|
|
|
80.96
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
||||||||
2018
|
$
|
49
|
|
|
$
|
71.19
|
|
|
$
|
39
|
|
|
$
|
72.43
|
|
2017
|
28
|
|
|
50.25
|
|
|
5
|
|
|
53.19
|
|
||||
2016
|
17
|
|
|
36.17
|
|
|
8
|
|
|
40.85
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2017
|
6,851,542
|
|
|
$
|
0.81
|
|
Granted
|
3,830,000
|
|
|
0.83
|
|
|
Vested
|
(2,052,959
|
)
|
|
0.95
|
|
|
Forfeited
|
(10,000
|
)
|
|
0.92
|
|
|
Outstanding at December 31, 2018
|
8,618,583
|
|
|
0.79
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Risk-free interest rate
|
2.3
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
|||
Look-back period (in years)
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|||
Expected volatility
|
34.0
|
%
|
|
36.1
|
%
|
|
34.2
|
%
|
|||
Grant date fair value of performance units granted
|
$
|
0.83
|
|
|
$
|
0.92
|
|
|
$
|
0.57
|
|
24
.
|
LEASES
|
(In millions)
|
Capital
Lease
Obligations
|
|
Operating
Lease
Obligations
|
||||
2019
|
$
|
70
|
|
|
$
|
709
|
|
2020
|
71
|
|
|
619
|
|
||
2021
|
66
|
|
|
553
|
|
||
2022
|
75
|
|
|
389
|
|
||
2023
|
82
|
|
|
295
|
|
||
Later years
|
586
|
|
|
858
|
|
||
Total minimum lease payments
|
950
|
|
|
$
|
3,423
|
|
|
Less imputed interest costs
|
301
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
649
|
|
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Rental expense
|
$
|
546
|
|
|
$
|
367
|
|
|
$
|
370
|
|
25
.
|
COMMITMENTS AND CONTINGENCIES
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
(a)
|
||||||||||||||||
Sales and other operating revenues
(b)
|
$
|
18,866
|
|
|
$
|
22,317
|
|
|
$
|
22,988
|
|
|
$
|
32,333
|
|
|
$
|
16,288
|
|
|
$
|
18,180
|
|
|
$
|
19,210
|
|
|
$
|
21,055
|
|
Income from operations
|
440
|
|
|
1,711
|
|
|
1,403
|
|
|
2,017
|
|
|
291
|
|
|
982
|
|
|
1,577
|
|
|
1,168
|
|
||||||||
Net income
|
235
|
|
|
1,235
|
|
|
941
|
|
|
1,195
|
|
|
101
|
|
|
574
|
|
|
1,004
|
|
|
2,125
|
|
||||||||
Net income attributable to MPC
|
37
|
|
|
1,055
|
|
|
737
|
|
|
951
|
|
|
30
|
|
|
483
|
|
|
903
|
|
|
2,016
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to MPC per share
(c)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.08
|
|
|
$
|
2.30
|
|
|
$
|
1.63
|
|
|
$
|
1.38
|
|
|
$
|
0.06
|
|
|
$
|
0.94
|
|
|
$
|
1.79
|
|
|
$
|
4.13
|
|
Diluted
|
0.08
|
|
|
2.27
|
|
|
1.62
|
|
|
1.35
|
|
|
0.06
|
|
|
0.93
|
|
|
1.77
|
|
|
4.09
|
|
(a)
|
During the fourth quarter of 2017, we recorded a tax benefit of approximately
$1.5 billion
as a result of remeasuring certain deferred tax liabilities using the lower corporate tax rate enacted under the TCJA.
|
(b)
|
Includes sales to related parties. The 2018 periods reflect an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.
|
(c)
|
The sum of the per-share amounts for the four quarters may not always equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods.
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in the first column) (c) |
||||
Equity compensation plans approved by stockholders
|
8,868,654
|
|
|
$
|
38.15
|
|
|
39,931,756
|
|
Equity compensation plan not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
8,868,654
|
|
|
N/A
|
|
|
39,931,756
|
|
1)
|
8,422,192
stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of
December 31, 2018
. The amounts in column (a) do not include 302,403 stock options granted under the Andeavor Plans and not forfeited, cancelled or expired as of
December 31, 2018
.
|
2)
|
158,423
restricted stock units granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of
December 31, 2018
. The amounts in column (a) do not include 4,068,433 restricted stock units granted under the Andeavor Plans and not forfeited, cancelled or expired as of
December 31, 2018
.
|
3)
|
288,039
shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of
December 31, 2018
pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 31, 2018 of
$59.01
per share. The number of shares reported for this award vehicle may overstate dilution. See Note
23
for more information on performance unit awards granted under the MPC 2012 Plan.
|
(b)
|
Restricted stock, restricted stock units and performance units are not taken into account in the weighted-average exercise price as such awards have no exercise price. Further, the outstanding stock options granted under the Andeavor Plans were not taken into account in the weighted-average exercise price.
|
(c)
|
Reflects the shares available for issuance pursuant to the MPC 2012 Plan. All granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012, and all granting power under the Andeavor Plans was revoked at the time of the Andeavor Merger. No more than
16,138,076
of the shares reported in this column may be issued for awards other than stock options or stock appreciation rights. The number of shares reported in this column assumes
288,039
as the maximum potential number of shares that could be issued pursuant to the MPC 2012 Plan in settlement of performance units outstanding as of
December 31, 2018
, based on the closing price of our common stock on December 31, 2018, of
$59.01
per share. The number of shares assumed for this award vehicle may understate the number of shares available for issuance pursuant to the MPC 2012 Plan. See Note
23
for more information on performance unit awards granted pursuant to the MPC 2012 Plan. Shares related to grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised become immediately available for issuance under the MPC 2012 Plan.
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
2
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1
†
|
|
|
10
|
|
2.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
|
2.2
†
|
|
|
8-K
|
|
2.1
|
|
5/27/2014
|
|
001-35054
|
|
|
|
|
|
2.3
†
|
|
|
8-K
|
|
2.2
|
|
10/6/2014
|
|
001-35054
|
|
|
|
|
|
2.4
†
|
|
|
8-K
|
|
2.1
|
|
7/16/2015
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
2.1
|
|
11/12/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
11/17/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
S-4/A
|
|
2.2
|
|
7/5/2018
|
|
333-225244
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
9/18/2018
|
|
001-35054
|
|
|
|
|
||
3
|
|
Articles of Incorporation and Bylaws
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
3.2
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
4.1
|
|
3/29/2011
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
10
|
|
4.2
|
|
3/29/2011
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
4.1
|
|
11/3/2014
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
12/14/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
8-K
|
|
4.2
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.6
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.7
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
10/2/2012
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
3/18/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
12/22/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
12/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
12/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
10-Q
|
|
4.3
|
|
10/31/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
10-K
|
|
4.33
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
10-K
|
|
4.34
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
Indenture, dated as of November 28, 2017, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 3.500% Senior Notes due 2022, 4.250% Senior Notes due 2027 and 5.200% Senior Notes due 2047
(incorporated by reference to Exhibit 4.1 to Andeavor Logistics’ Current Report on Form 8-K filed on November 28, 2017, File No. 1-35143)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
4.1
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
||
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
10.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
10
|
|
10.2
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
7/1/2011
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.8
*
|
|
|
S-3
|
|
4.3
|
|
12/7/2011
|
|
333-175286
|
|
|
|
|
|
10.9
*
|
|
|
10-K
|
|
10.10
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.10
*
|
|
|
10-K
|
|
10.13
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.11
*
|
|
|
10-K
|
|
10.14
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
10.12
*
|
|
|
10-K
|
|
10.13
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.13
*
|
|
|
10-K
|
|
10.14
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.14
*
|
|
|
10-K
|
|
10.15
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.15
*
|
|
|
10-K
|
|
10.16
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.16
*
|
|
|
8-K
|
|
10.6
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
|
10.17
*
|
|
|
8-K
|
|
10.2
|
|
12/7/2011
|
|
001-35054
|
|
|
|
|
|
10.18
*
|
|
|
10-K
|
|
10.22
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.19
*
|
|
|
10-K
|
|
10.21
|
|
2/28/2018
|
|
001-35054
|
|
|
|
|
|
10.20
*
|
|
|
10-Q
|
|
10.4
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.21
*
|
|
|
10-Q
|
|
10.5
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.22
*
|
|
|
10-Q
|
|
10.1
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.23
*
|
|
|
10-K
|
|
10.32
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.24
*
|
|
|
10-Q
|
|
10.2
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.25
*
|
|
|
10-Q
|
|
10.3
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.26
*
|
|
|
10-Q
|
|
10.4
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.27
*
|
|
|
10-Q
|
|
10.5
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.28
*
|
|
|
10-Q
|
|
10.1
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.29
*
|
|
|
10-Q
|
|
10.2
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.30
*
|
|
|
10-K
|
|
10.33
|
|
2/28/2018
|
|
001-35054
|
|
|
|
|
|
10.31
*
|
|
|
10-K
|
|
10.45
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
10.3
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.33
*
|
|
|
10-Q
|
|
10.1
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.34
*
|
|
|
10-Q
|
|
10.2
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.35
*
|
|
|
10-Q
|
|
10.3
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.36
*
|
|
|
10-Q
|
|
10.3
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.37
*
|
|
|
10-Q
|
|
10.5
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.38
*
|
|
|
10-Q
|
|
10.2
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.39
*
|
|
|
10-Q
|
|
10.4
|
|
10/30/2017
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
10.3
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
12/19/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
3/5/2018
|
|
001-35714
|
|
|
|
|
||
|
|
10-Q
|
|
10.3
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.4
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.5
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.6
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.7
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.8
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-Q
|
|
10.9
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
8-K
|
|
10.1
|
|
8/31/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
8/31/2018
|
|
001-35054
|
|
|
|
|
||
10.53
*
|
|
|
8-K
|
|
10.1
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
|
10.54
*
|
|
|
8-K
|
|
10.4
|
|
12/18/2008
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.55
*
|
|
|
10-K
|
|
10.68
|
|
2/21/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.56
*
|
|
|
S-8
|
|
99.1
|
|
5/4/2018
|
|
333-224688
(Andeavor)
|
|
|
|
|
|
10.57
*
|
|
|
S-8
|
|
99.1
|
|
6/1/2017
|
|
333-218424
(Andeavor)
|
|
|
|
|
|
10.58
*
|
|
|
S-8
|
|
99.2
|
|
5/11/2011
|
|
333-174132
(Andeavor)
|
|
|
|
|
|
10.59
*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.60
*
|
|
|
8-K
|
|
10.1
|
|
1/30/2019
|
|
001-35054
|
|
|
|
|
|
10.61
*
|
|
|
8-K
|
|
10.2
|
|
1/30/2019
|
|
001-35054
|
|
|
|
|
|
10.62
*
|
|
|
8-K
|
|
10.4
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.63
*
|
|
|
8-K
|
|
10.1
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.64
*
|
|
|
8-K
|
|
10.5
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.65
*
|
|
|
8-K
|
|
10.3
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.66
*
|
|
|
8-K
|
|
10.6
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.67
*
|
|
|
8-K
|
|
10.2
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.68
*
|
|
|
8-K
|
|
10.7
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.69
*
|
|
|
8-K
|
|
10.4
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.70
*
|
|
|
8-K
|
|
10.1
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.71
*
|
|
|
8-K
|
|
10.2
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.72
*
|
|
|
8-K
|
|
10.3
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.73
*
|
|
|
8-K
|
|
10.4
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
|
|
8-K
|
|
10.1
|
|
1/4/2018
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.76
*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
8-K
|
|
10.2
|
|
10/31/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
10-Q
|
|
10.2
|
|
11/17/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
1/5/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
1/5/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
12/27/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
8-K
|
|
10.2
|
|
12/27/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
10.87
*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
10-K
|
|
14.1
|
|
2/24/2017
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
†
|
The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
|
*
|
Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.
|
February 28, 2019
|
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
By: /s/ John J. Quaid
|
|
|
|
|
|
John J. Quaid
Vice President and Controller
|
Signature
|
|
Title
|
|
|
|
/s/ Gary R. Heminger
|
|
Chairman of the Board and Chief Executive Officer
(principal executive officer)
|
Gary R. Heminger
|
|
|
|
|
|
/s/ Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
Timothy T. Griffith
|
|
|
|
|
|
/s/ John J. Quaid
|
|
Vice President and Controller
(principal accounting officer)
|
John J. Quaid
|
|
|
|
|
|
*
|
|
Director
|
Abdulaziz F. Alkhayyal
|
|
|
|
|
|
*
|
|
Director
|
Evan Bayh
|
|
|
|
|
|
*
|
|
Director
|
Charles E. Bunch
|
|
|
|
|
|
*
|
|
Director
|
Steven A. Davis
|
|
|
|
|
|
*
|
|
Director
|
Edward G. Galante
|
|
|
|
|
|
*
|
|
Director
|
Gregory J. Goff
|
|
|
|
|
|
*
|
|
Director
|
James E. Rohr
|
|
|
|
|
|
*
|
|
Director
|
Kim K.W. Rucker
|
|
|
|
|
|
*
|
|
Director
|
J. Michael Stice
|
|
|
|
|
|
*
|
|
Director
|
John P. Surma
|
|
|
|
|
|
*
|
|
Director
|
Susan Tomasky
|
|
|
|
|
|
By: /s/ Gary R. Heminger
|
|
February 28, 2019
|
|
|
|
Gary R. Heminger
Attorney-in-Fact
|
|
|
|
|
Page No.
|
|
|
ARTICLE I STOCKHOLDERS
|
1
|
|
||
|
Section 1.1
|
Annual Meetings
|
1
|
|
|
Section 1.2
|
Special Meetings
|
1
|
|
|
Section 1.3
|
Notice of Meetings
|
3
|
|
|
Section 1.4
|
Fixing Date for Determination of Stockholders of Record
|
4
|
|
|
Section 1.5
|
List of Stockholders Entitled to Vote
|
4
|
|
|
Section 1.6
|
Adjournments
|
4
|
|
|
Section 1.7
|
Quorum
|
5
|
|
|
Section 1.8
|
Organization
|
5
|
|
|
Section 1.9
|
Voting by Stockholders
|
5
|
|
|
Section 1.10
|
Business to be Conducted at Meetings
|
7
|
|
|
Section 1.11
|
Proxies
|
9
|
|
|
Section 1.12
|
Conduct of Meetings
|
10
|
|
|
|
|
|
|
ARTICLE II BOARD OF DIRECTORS
|
10
|
|
||
|
Section 2.1
|
Powers, Number, Qualifications, Classification and Vacancies
|
10
|
|
|
Section 2.2
|
Regular Meetings
|
12
|
|
|
Section 2.3
|
Special Meetings
|
12
|
|
|
Section 2.4
|
Telephonic Meetings
|
12
|
|
|
Section 2.5
|
Organization
|
12
|
|
|
Section 2.6
|
Order of Business
|
12
|
|
|
Section 2.7
|
Notice of Meetings
|
12
|
|
|
Section 2.8
|
Quorum; Vote Required for Action
|
13
|
|
|
Section 2.9
|
Board Action by Unanimous Written Consent in Lieu of Meeting
|
13
|
|
|
Section 2.10
|
Nomination of Directors; Qualifications
|
13
|
|
|
Section 2.11
|
Compensation
|
16
|
|
|
Section 2.12
|
Proxy Access
|
17
|
|
|
|
|
|
|
ARTICLE III BOARD COMMITTEES
|
24
|
|
||
|
Section 3.1
|
Board Committees
|
24
|
|
|
Section 3.2
|
Board Committee Rules
|
24
|
|
|
|
|
|
|
ARTICLE IV OFFICERS
|
24
|
|
||
|
Section 4.1
|
Designation
|
24
|
|
|
Section 4.2
|
Chief Executive Officer
|
24
|
|
|
Section 4.3
|
Powers and Duties of Other Officers
|
25
|
|
|
Section 4.4
|
Vacancies
|
25
|
|
|
Section 4.5
|
Removal
|
25
|
|
|
Section 4.6
|
Action with Respect to Securities of Other Corporations
|
25
|
|
|
|
|
|
|
ARTICLE V CAPITAL STOCK
|
25
|
|
||
|
Section 5.1
|
Share Certificates/Uncertificated Shares
|
25
|
|
|
Section 5.2
|
Transfer of Shares
|
25
|
|
|
Section 5.3
|
Ownership of Shares
|
26
|
|
|
Section 5.4
|
Regulations Regarding Shares
|
26
|
|
|
|
|
|
|
ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
|
26
|
|
||
|
Section 6.1
|
Indemnification
|
26
|
|
|
Section 6.2
|
Advancement of Expenses
|
26
|
|
|
Section 6.3
|
Notice of Proceeding; Request for Indemnification
|
27
|
|
|
Section 6.4
|
Determination of Entitlement; No Change of Control
|
27
|
|
|
Section 6.5
|
Determination of Entitlement; Change of Control
|
27
|
|
|
Section 6.6
|
Presumptions
|
28
|
|
|
Section 6.7
|
Independent Counsel Expenses
|
29
|
|
|
Section 6.8
|
Adjudication to Enforce Rights
|
29
|
|
|
Section 6.9
|
Participation by the Corporation
|
30
|
|
|
Section 6.10
|
Nonexclusivity of Rights; Successors in Interest
|
31
|
|
|
Section 6.11
|
Insurance; Third-Party Payments; Subrogation
|
31
|
|
|
Section 6.12
|
Certain Actions for Which Indemnification Is Not Provided
|
32
|
|
|
Section 6.13
|
Definitions
|
32
|
|
|
Section 6.14
|
Notices under Article VI
|
33
|
|
|
Section 6.15
|
Contractual Nature of Rights; Contribution
|
33
|
|
|
Section 6.16
|
Indemnification of Employees, Agents and Fiduciaries
|
34
|
|
|
|
|
|
|
ARTICLE VII MISCELLANEOUS
|
34
|
|
||
|
Section 7.1
|
Fiscal Year
|
34
|
|
|
Section 7.2
|
Corporate Seal
|
34
|
|
|
Section 7.3
|
Self-Interested Transactions
|
34
|
|
|
Section 7.4
|
Form of Records
|
35
|
|
|
Section 7.5
|
Bylaw Amendments
|
35
|
|
|
Section 7.6
|
Notices; Waiver of Notice
|
35
|
|
|
Section 7.7
|
Resignations
|
36
|
|
|
Section 7.8
|
Books, Reports and Records
|
36
|
|
|
Section 7.9
|
Severability
|
36
|
|
|
Section 7.10
|
Facsimile Signatures
|
36
|
|
|
Section 7.11
|
Construction
|
36
|
|
|
Section 7.12
|
Captions
|
37
|
|
a.
|
“Affiliate” means, any person or entity controlling, controlled by, or under common control with such person.
|
b.
|
“Award” means a Stock Award, a Cash Award or an award of Incentive Stock Options, Non-qualified Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Unit Award, or Cash Award granted to a Participant pursuant to the provisions of the Plan, any of which the Committee or its delegate may structure to qualify in whole or in part as a Performance Award.
|
c.
|
“Board” means the Board of Directors of Marathon Petroleum Corporation.
|
d.
|
“Change in Control” means a transaction of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:
|
(i)
|
any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including the amount of the securities
|
(ii)
|
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
|
(iii)
|
there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation,
|
(iv)
|
or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation; or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets; or
|
(v)
|
A Change in Control shall not be deemed to occur if the Company undergoes a bankruptcy, liquidation, or reorganization under the United States Bankruptcy Code.
|
e.
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.
|
f.
|
“Committee” means the Committee delegated by the Board with the authority to administer the Plan. To the extent the Committee has delegated authority to any person(s) or committee(s) pursuant to Section 6 (or other applicable section) of the Plan, a reference to the Committee herein may also include such person(s) or committee(s). However, in no event shall the Committee delegate its authority with respect to the compensation of any Participant deemed to be an “executive officer” as defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended.
|
g.
|
“Company” means
|
•
|
Marathon Petroleum Company Canada, Ltd,
|
•
|
Marathon Petroleum Company LP,
|
•
|
Marathon Petroleum Corporation,
|
•
|
Marathon Petroleum Services LLC,
|
•
|
Marathon Petroleum Logistics Services LLC,
|
•
|
Marathon Petroleum Service Company,
|
•
|
Speedway LLC, and
|
•
|
any other subsidiaries or controlled company of the above, as applicable.
|
h.
|
“Eligible Employees” means regular full-time and regular part-time Company employees who on the last day of the last pay period completed for the Performance Period are assigned to a salary grade within the Company salary structure. Employees who are eligible for other annual incentive compensation programs (e.g., a trader bonus program) are not eligible for the Annual Cash Bonus Program. However, eligibility for employees of Speedway LLC is limited to those classified as President during the Performance Period. Eligible Employees may also include employees of other companies selected by the Committee and select employees of an Affiliate as approved by the Committee.
|
i.
|
“Eligible Wages” for non-Officer employees include:
|
(i)
|
base wages paid for time worked and wages deferred during the Performance Period, and
|
(ii)
|
overtime wages paid during the Performance Period.
|
j.
|
“Performance Period” means any fiscal year or such other measurement period determined by the Committee or its delegate in their sole discretion.
|
k.
|
“Performance Criteria” shall mean any one or more of the following performance criteria that are in the Plan and were approved by shareholders (or other performance criteria approved by shareholders in the Plan), either individually, alternatively, or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary or Affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually, or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee or its delegate: (i) revenue, (ii) income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, depreciation, taxes, and amortization (“EBIDTA”), earnings before interest, taxes and amortization (“EBITA”) and earnings before interest and taxes (“EBIT), and economic value added, (iii) expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses, and overhead costs), (iv) operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin, and sales volumes), (v) margins (which include crack-spread measures), (vi) refined product measures, (vii) cash management and cash flow measures (which include net cash flow from operating activities, working capital, receivables management and related customer terms), (vii) liquidity measures (which include earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, improvement in or attainment of working capital levels, and free cash flow (viii) leverage measures (which include debt-to-equity ratio, debt reduction and net debt), (ix) market measures (which include market share,
|
a.
|
is at least age 50 with 10 or more years of accredited service; and
|
b.
|
is deemed to be in good standing, as determined in the sole discretion of the Committee
|
a.
|
the “buyer” of sold Company assets, or
|
b.
|
the “new operator” of a jointly-owned facility, or
|
c.
|
a company that has been contracted to perform services being outsourced.
|
a.
|
during a Performance Period, the Participant’s eligibility for the Program will end and a payment will be made to the Participant’s estate as soon as practicable following death, but in all cases no later than the last day of the calendar year beginning immediately after the Performance Period. The payment shall be based on target performance levels for all metrics and the Participant’s Eligible Wages paid during the Performance Period; or
|
b.
|
after a Performance Period, but before payment for that Performance Period has been made, the Award amount otherwise deemed payable under the Program will be paid to the Participant’s estate (at the time all other Award payments for such Performance Period are made).
|
a.
|
interpret the Program,
|
b.
|
establish, interpret, amend or revoke rules and regulations relating to the operation of the Program,
|
c.
|
interpret the Program, to correct any defect, supply any omission or reconcile any inconsistency in the Program,
|
d.
|
adopt such rules for the administration, interpretation and application of the Program, and
|
e.
|
make all determination and take all other actions necessary or appropriate for the proper administration of the Program.
|
MARATHON PETROLEUM CORPORATION
|
|
/s/
Fiona C. Laird
|
Fiona C. Laird
|
Chief Human Resources Officer
|
November 7, 2018
|
1.
|
Purpose
|
2.
|
Definitions
|
|
(a)
|
409A Benefit
means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that was deferred or became vested after December 31, 2004, with earnings and losses attributable thereto pursuant to Sections 5 and 6.
|
|
(b)
|
Beneficiary or Beneficiaries
means a person or persons or other entity designated on a beneficiary designation form by a Participant as allowed in this Plan to receive Deferred Benefit payments. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Deferred Benefit, the Participant’s Beneficiary is the Participant’s surviving spouse or, if there is no surviving spouse, the Participant’s estate. A Participant may use a beneficiary designation form (in the form and manner acceptable to the Committee) to designate one or more Beneficiaries for all of the Participant’s Deferred Benefit; such designations are revocable.
|
|
(c)
|
Board
means the Board of Directors of the Corporation.
|
|
(d)
|
Code
means the Internal Revenue Code of 1986 as amended, including regulations and other guidance of general applicability promulgated thereunder.
|
|
(e)
|
Code Section 409A
means, collectively, Section 409A of the Code and any Treasury and Internal Revenue Service regulations and guidance issued thereunder.
|
|
(f)
|
Committee
means the Corporate Governance and Nominating Committee of the Board or such other committee of the Board as the Board may designate to administer the Plan. In the event the Committee has delegated any authority or responsibility under the Plan in accordance with Section 12, the term “Committee” where used herein shall also refer to the applicable delegate.
|
|
(g)
|
Common Stock
means the common stock of the Corporation.
|
|
(h)
|
Common Stock Unit
means a book-entry unit equal in value to a share of Common Stock. A Participant shall be credited with one Common Stock Unit for each stock unit or hypothetical share of Common Stock granted pursuant to a Director Stock Award (or any successor stock incentive arrangement).
|
|
(i)
|
Corporation
means Marathon Petroleum Corporation or any successor thereto.
|
|
(j)
|
Deferral Election Form
means a document designated by the Committee for the purpose of allowing a Participant to elect deferrals under Section 3.
|
|
(k)
|
Deferral Year
means the calendar year for which a Participant has elected to defer amounts under this Plan.
|
|
(l)
|
Deferred Benefit
means a Participant’s Deferred Cash Account and Deferred Stock Account under the Plan.
|
|
(m)
|
Deferred Cash Account
means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Cash Benefit under this Plan. A Deferred Cash Account: (i) is established only for purposes of measuring a Deferred Cash Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Cash Benefit; (ii) will be credited with that portion of the Participant’s Retainer Fee deferred as a Deferred Cash Benefit according to a Deferral Election Form; and (iii) will be credited periodically with earnings and losses as provided under Section 5.
|
|
(n)
|
Deferred Cash Benefit
means the amount of Retainer Fees deferred by a Participant under Section 3.
|
|
(o)
|
Deferred Stock Account
means that bookkeeping record established for each Participant to reflect the status of the Participant’s Deferred Stock Benefit under this Plan. A Deferred Stock Account is established only for purposes of measuring Common Stock Units and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with the Common Stock Units related to Deferred Stock Awards that are awarded to a Participant quarterly, annually or at such other times that awards are made and deferred. A Deferred Stock Account will be credited periodically with additional Common Stock Units that reflect the value of dividends paid on Common Stock pursuant to Section 6.
|
|
(p)
|
Deferred Stock Benefit
means the number of Common Stock Units that are deferred pursuant to Section 3 or Section 6. In addition to the Common Stock Units credited with respect to any Director Stock Award, a Participant’s Deferred Stock Benefit shall also include any Common Stock Units granted in connection with the spin-off of Marathon Petroleum Corporation from Marathon Oil Corporation in substitution for common stock units of Marathon Oil Corporation.
|
|
(q)
|
Directors
means those duly named members of the Board.
|
|
(r)
|
Director Stock Award
means an award of Common Stock Units pursuant to Section 6 of this Plan, as amended from time to time, or, in the discretion of the Committee, any successor or similar stock incentive award.
|
|
(s)
|
Election Date
means the date established by this Plan as the date before which a Participant must submit a valid Deferral Election Form to the Committee. For each Deferral Year, the Election Date is December 31 of the preceding calendar year; provided, however, that the Election Date for newly eligible Directors shall be as provided in Section 3(a). Notwithstanding the foregoing, the Committee may set an earlier date as the Election Date for any Deferral Year. All Election Dates shall be established in conformity with Code Section 409A.
|
|
(t)
|
This subsection is intentionally left blank.
|
|
(u)
|
Grandfathered Benefit
means that portion of a Participant’s Deferred Cash Account and Deferred Stock Account that is exempt from Code Section 409A because it was deferred and vested under the Marathon Oil Corporation Deferred Compensation Plan for Non-Employee Directors as of December 31, 2004, as adjusted to reflect any earnings or losses thereto pursuant to Sections 5 and 6, and in the case of Common Stock Units, to reflect the spin-off of Marathon Petroleum Corporation from Marathon Oil Corporation.
|
|
(v)
|
Participant
means a Director who is not simultaneously an employee of the Corporation.
|
|
(w)
|
Plan
means the Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors.
|
|
(x)
|
Quarterly Director Award Date
means the first business day of the calendar quarter.
|
|
(y)
|
Quarterly Director Stock Award
means a quarterly grant of Common Stock Units as provided in Section 6(a) of this Plan.
|
|
(z)
|
Retainer Fee
means that portion of a Participant’s compensation that is fixed and paid without regard to the Participant’s attendance at meetings.
|
|
(aa)
|
Separation from Service
shall have the same meaning as set forth under Code Section 409A.
|
|
(bb)
|
Specified Employee
shall have the same meaning as set forth under Code Section 409A and as determined by the Corporation in accordance with its established policy.
|
3.
|
Deferral Election
|
|
(a)
|
No later than each Deferral Year’s Election Date, each Participant may submit a Deferral Election Form to defer until after Separation from Service the receipt of any portion up to 100 percent of the Participant’s Retainer Fee for the Deferral Year in the form of a Deferred Cash Benefit. In the event an individual becomes a Director and is first eligible to participate during a Deferral Year, such Director may submit a Deferral Election Form no later than thirty (30) days following the effective date of the individual’s position as a Director, provided that, to the extent required by Code Section 409A, the Retainer Fee subject to the election shall be prorated in accordance with Code Section 409A.
|
|
(b)
|
Common Stock Units awarded pursuant to a Director Stock Award are automatically deferred and accounted for in a Deferred Stock Account and are not subject to any Deferral Election.
|
|
(c)
|
If it does so before the last business day preceding the Deferral Year, the Committee may reject or modify any Deferral Election Form for such Deferral Year and the Committee is not required to state a reason for such action. However, the Committee’s rejection or modification of any Deferral Election Form must be based upon action taken without regard to any vote of the Participant whose Deferral Election Form is under consideration, and the Committee’s rejections or modifications must be made on a uniform basis with respect to similarly situated Participants. If the Committee rejects or modifies a Deferral Election Form, the Participant must be paid the Retainer Fee that the Participant is entitled to receive after taking into account the rejected or modified Deferral Election Form.
|
|
(d)
|
A Participant may not revoke a Deferral Election Form after the Deferral Year begins. Any writing signed by a Participant expressing an intention to revoke the Participant’s Deferral Election Form before the close of business on the relevant Election Date is a revocation. In the event the Retainer Fee is paid in more than one payment during a Deferral Year, a Participant’s deferral may be taken from such Retainer Fee ratably during the applicable Deferral Year or in any other manner determined by the Committee; provided that such deferrals during the Plan year, in the aggregate, reflect the Participant’s deferral election in accordance with Code Section 409A.
|
4.
|
Effect of No Election
|
5.
|
Deferred Cash Benefits
|
|
(a)
|
The Deferred Cash Account for each Participant will be credited with deemed investment returns as provided in Section 5(b). Deferred Cash Benefits are credited to the applicable Participant’s Deferred Cash Account as of the day the Retainer Fees would have been paid but for the deferral.
|
|
(b)
|
A Participant may select one or more investment options approved by the Committee for the Participant’s Deferred Cash Benefits, and earnings and loses from such investment options will be credited to the Participant’s Deferred Cash Account at periods determined by the Committee. A Participant may change the investment allocation of the Participant’s Deferred Cash Account at any time.
|
6.
|
Deferred Equity Benefits
|
|
(a)
|
Grant of Common Stock Units
|
|
(b)
|
Each Common Stock Unit held in a Deferred Stock Account will increase or decrease in value by the same amount and with the same frequency as the fair market value of a share of Common Stock.
|
|
(c)
|
Each Deferred Stock Account will be credited on or about each Common Stock dividend payment date with additional Common Stock Units, including fractional units, in a quantity equal to the quotient of the dividends payable on the quantity of shares equal to the number of Common Stock Units in such account divided by the value of a share of Common Stock on the date of that payment as determined in accordance with the manner established by the Committee from time to time.
|
|
(d)
|
In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure, the number and kind of Common Stock Units credited to each Participant’s Deferred Stock Account shall be adjusted accordingly.
|
|
(e)
|
Participants who are eligible for a Director Stock Award under this Plan may also receive a portion of their equity compensation in the form of awards of deferred partnership units of MPLX LP under the MPLX LP 2018 Incentive Compensation Plan as determined by the Board of Directors of MPLX GP LLC and subject to the terms and conditions of such MPLX LP plan and any applicable MPLX LP award instruments or policies.
|
7.
|
Distributions
|
|
(a)
|
A Deferred Cash Benefit must be distributed in cash. A Deferred Stock Benefit must be distributed in shares of Common Stock and such distribution will correspond to, and equal to the number of, the Common Stock Units credited to the Participant’s Deferred Stock Account; provided that cash must be paid in lieu of fractional shares of the Common Stock otherwise distributable.
|
|
(b)
|
Except as otherwise provided in this Section 7, a Participant’s Deferred Benefit shall be paid in a lump sum on the first day of the calendar month following the expiration of 45 days after the Participant’s Separation from Service for any reason other than death.
|
|
(c)
|
In the event of a Participant’s Separation from Service on account of death, the Participant’s Deferred Benefit shall be paid to the Participant’s Beneficiary (or Beneficiaries) in a lump sum in the February of the year following the Participant’s death or if earlier, on the first day of the calendar month following the expiration of 45 days after the Participant’s Separation from Service as described in Section 7(b) (or, in the event of a Separation from Service of a Specified Employee not on account of death, within the 45-day period described in Section 7(d)).
|
|
(d)
|
Distribution of the Deferred Benefit of a Participant who the Committee determines is a Specified Employee (other than the Participant’s Grandfathered Benefit) shall commence within the 45-day period following the first of the month following 6 months after Separation from Service (other than a Separation from Service on account of the death of Participant). In the event of a Separation from Service of a Specified Employee on account of death, payment shall be made pursuant to Section 7(c). Payment of a Specified Employee’s Grandfathered Benefit shall be made pursuant to Section 7(b).
|
8.
|
Corporation’s Obligation
|
|
(a)
|
The Plan is unfunded. A Deferred Benefit is at all times solely a contractual obligation of the Corporation. A Participant and the Participant’s Beneficiaries have no right, title or interest in the Participant’s Deferred Benefit or any claim against it. Except according to Section 8(b), the Corporation will not segregate any funds or assets for Deferred Benefits nor issue any notes or security for the payment of any Deferred Benefit.
|
|
(b)
|
The Corporation may establish a grantor trust and transfer to that trust shares of the Common Stock or other assets. The governing trust agreement must require a separate account to be established for each electing Participant. The governing trust agreement must also require that all Corporation assets held in trust remain at all times subject to the Corporation’s creditors.
|
9.
|
Control by Participant
|
10.
|
Claims Against Participant’s Deferred Benefit
|
11.
|
Amendment or Termination
|
12.
|
Administration
|
13.
|
Notices
|
14.
|
Waiver
|
15.
|
Construction
|
16.
|
Effective Date
|
•
|
first, to account for the effect of the Merger, the Andeavor MSU was converted into a time-based restricted stock unit (“RSU”) award with the number of restricted stock units earned based on the greater of (i) the target number of MSUs or (ii) actual performance at the time of the Merger, with actual performance determined by the multiplying factor of the average closing stock price for the 30 trading days prior to the Merger over the average closing stock price for the 30 trading days prior to the Grant Date, capped at 200%; and
|
•
|
second, converted to an award denominated in shares of MPC common stock with the number of shares of MPC common stock covered by the award as the product (rounded down to the nearest whole number) of (a) 1.87 multiplied by (b) the number of shares of Andeavor common stock covered by the award.
|
•
|
first, to account for the effect of the Merger, converted into a time-based Andeavor RSU award with the number of RSUs earned based on the greater of (i) the target number of RSUs or (ii) actual performance at the time of the Merger; and
|
•
|
second, converted the award to an award denominated in shares of MPC common stock and calculated the number of shares of MPC common stock covered by the award as the product (rounded down to the nearest whole number) of (a) 1.87 multiplied by (b) the number of shares of Andeavor common stock covered by the award.
|
•
|
first, to account for the effect of the Merger, converted into a time-based Andeavor RSU award; and
|
•
|
second, converted the award to an award denominated in shares of MPC common stock and calculated the number of shares of MPC common stock covered by the award as the product (rounded down to the nearest whole number) of (a) 1.87 multiplied by (b) the number of shares of Andeavor common stock covered by the award.
|
•
|
first, to account for the effect of the Merger, converted into an award of nonqualified stock options to purchase MPC common stock;
|
•
|
second, the number of shares of MPC common stock covered by the converted award was calculated as the product (rounded down to the nearest whole number) of (a) 1.87 multiplied by (b) the number of shares of Andeavor common stock covered by the award; and
|
•
|
third, the exercise price per share of the converted award was set an amount equal to (rounded up to the nearest whole cent) (a) the exercise price per share applicable to the award divided by (b) 1.87.
|
•
|
first, to account for the effect of the Merger, converted into an award of nonqualified stock options to purchase MPC common stock;
|
•
|
second, the number of shares of MPC common stock covered by the converted award was calculated as the product (rounded down to the nearest whole number) of (a) 1.87 multiplied by (b) the number of shares of Andeavor common stock covered by the award; and
|
•
|
third, the exercise price per share of the converted award was set an amount equal to (rounded up to the nearest whole cent) (a) the exercise price per share applicable to the award divided by (b) 1.87.
|
1.
|
The Andeavor MSUs and Andeavor PSAs are now time-based RSU awards denominated in shares of MPC common stock, which means that the converted award represents the right to receive a specified number of shares of MPC common stock upon the satisfaction of the time-based vesting and continuous employment criteria set forth in the award agreement, but it is no longer subject to adjustment based on stock price or the achievement of any other performance criteria described in the award agreement.
|
2.
|
The Merger constituted a “Change in Control” as defined in the applicable award and the protections contained in the award that apply following a Change in Control are now in effect for the duration specified in the award, to the extent not otherwise modified by any separate agreement entered into by the award holder and MPC and any of its affiliates.
|
3.
|
References to any “severance plan sponsored by the Company” or similar phrases in the applicable award will include severance plans sponsored by MPC and its affiliates, including Andeavor.
|
4.
|
You will not be in violation of the restrictive covenant (if any) contained in an applicable award by providing the services prohibited in the restrictive covenant to MPC or MPLX LP.
|
5.
|
Any notices related to a converted award should be directed to the following:
|
1.
|
The preamble to the Omnibus Agreement is hereby amended to add MPCLP as a party to the Omnibus Agreement, and MPCLP, by its signature below, agrees to be bound by, and subject to, all of the covenants, terms and conditions of the Omnibus Agreement as though an original party thereto.
|
2.
|
Section 4.1 in the Omnibus Agreement is hereby amended and restated in its entirety as follows:
|
3.
|
Section 9.2 of the Omnibus Agreement is amended to add the following notice information at the end of the section:
|
4.
|
Section 9.3 of the Omnibus Agreement is amended to add “, MPCLP” after “Andeavor” in the first sentence of such section.
|
5.
|
Schedule 4.1(a) to the Omnibus Agreement is amended to replace “Andeavor” with “MPCLP” in the first clause.
|
6.
|
The provisions of Article IX of the Omnibus Agreement, as amended by this Amendment, are incorporated herein by reference and apply to the terms of this Amendment
mutatis mutandis
.
|
ANDEAVOR LLC
|
|
|
|
By:
|
/s/ Molly R. Benson
|
Name:
|
Molly R. Benson
|
Title:
|
Vice President and Secretary
|
|
|
TESORO REFINING & MARKETING COMPANY LLC
|
|
|
|
By:
|
/s/ Molly R. Benson
|
Name:
|
Molly R. Benson
|
Title:
|
Vice President and Secretary
|
|
|
TESORO COMPANIES, INC.
|
|
|
|
By:
|
/s/ Molly R. Benson
|
Name:
|
Molly R. Benson
|
Title:
|
Vice President and Secretary
|
|
|
TESORO ALASKA COMPANY LLC
|
|
|
|
By:
|
/s/ Molly R. Benson
|
Name:
|
Molly R. Benson
|
Title:
|
Vice President and Secretary
|
ANDEAVOR LOGISTICS LP
|
|
|
|
By:
|
Tesoro Logistics GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Don J. Sorensen
|
|
Don J. Sorensen
|
|
President
|
|
|
TESORO LOGISTICS GP, LLC
|
|
|
|
By:
|
/s/ Don J. Sorensen
|
|
Don J. Sorensen
|
|
President
|
|
MARATHON PETROLEUM COMPANY LP
|
|
|
|
|
|
By:
|
/s/ Molly R. Benson
|
Name:
|
Molly R. Benson
|
Title:
|
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
to determine the time when Employee Awards are to be granted and any conditions that must be satisfied before an Employee Award is granted;
|
|
•
|
|
except as otherwise provided in paragraphs 7(a) and 12, to modify the terms of Employee Awards made under this Plan; and
|
|
•
|
|
to determine the guidelines and/or procedures for the payment or exercise of Employee Awards.
|
|
•
|
|
revenue and income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, taxes, depreciation and amortization, earnings before interest, taxes and amortization, earnings before interest and taxes and economic value added);
|
|
•
|
|
expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses and overhead costs);
|
|
•
|
|
operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin and sales volumes);
|
|
•
|
|
margins (which include crack spread measures);
|
|
•
|
|
refined product measures;
|
|
•
|
|
cash management and cash flow measures (which include net cash flow from operating activities, working capital, receivables management and related customer terms);
|
|
•
|
|
liquidity measures (which include earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, improvement in or attainment of working capital levels and free cash flow);
|
|
•
|
|
leverage measures (which include debt-to-equity ratio, debt reduction and net debt);
|
|
•
|
|
market measures (which include market share, stock price, growth measure, total shareholders return, share price performance, return on equity, return on invested capital and return on assets and market capitalization measures);
|
|
•
|
|
return measures (which include return on equity, return on assets and return on invested capital);
|
|
•
|
|
corporate value and sustainability measures (which include compliance, safety, environmental and personnel matters);
|
|
•
|
|
project completion measures (which may include measures regarding whether interim milestones regarding budgets and deadlines are met, as well as whether projects are completed on time and on or under budget);
|
|
•
|
|
other measures such as those relating to acquisitions, dispositions or customer satisfaction; and
|
*
|
Indicates a company that is not wholly owned directly or indirectly by Marathon Petroleum Corporation.
|
/s/ Gary R. Heminger
|
|
/s/ Gregory J. Goff
|
Gary R. Heminger
|
|
Gregory J. Goff
|
Chairman of the Board and Chief Executive Officer
|
|
Executive Vice Chairman
|
(principal executive officer)
|
|
|
|
|
|
/s/ Timothy T. Griffith
|
|
/s/ John J. Quaid
|
Timothy T. Griffith
|
|
John J. Quaid
|
Senior Vice President and Chief Financial Officer
|
|
Vice President and Controller
|
(principal financial officer)
|
|
(principal accounting officer)
|
|
|
|
/s/ Abdulaziz F. Alkhayyal
|
|
/s/ Evan Bayh
|
Abdulaziz F. Alkhayyal
|
|
Evan Bayh
|
Director
|
|
Director
|
|
|
|
/s/ Charles E. Bunch
|
|
/s/ Steven A. Davis
|
Charles E. Bunch
|
|
Steven A. Davis
|
Director
|
|
Director
|
|
|
|
/s/ Edward G. Galante
|
|
/s/ James E. Rohr
|
Edward G. Galante
|
|
James E. Rohr
|
Director
|
|
Director
|
|
|
|
/s/ Kim K.W. Rucker
|
|
/s/ J. Michael Stice
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Kim K.W. Rucker
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J. Michael Stice
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Director
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Director
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/s/ John P. Surma
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/s/ Susan Tomasky
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John P. Surma
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Susan Tomasky
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Director
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Director
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1.
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I have reviewed this report on Form
10-K
of Marathon Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 28, 2019
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board and Chief Executive Officer
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1.
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I have reviewed this report on Form
10-K
of Marathon Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 28, 2019
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/s/ Timothy T. Griffith
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Timothy T. Griffith
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 28, 2019
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 28, 2019
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/s/ Timothy T. Griffith
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Timothy T. Griffith
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Senior Vice President and Chief Financial Officer
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